Exhibit 4.1

  

  

  

  

  

  

  

  RELIANT BANCORP, INC.

  

  

  As Issuer

  

  

  and

  

  

  UMB BANK, N.A.

  

  

  As Trustee

  

  

  INDENTURE

  

  

  Dated as of December 13, 2019

  

  

  5.125% Fixed-to-Floating Rate Subordinated Notes due 2029

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  
    
      


  

  TABLE OF CONTENTS

  

  

  	 	
          Page

        
	 	 
	
          ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

        	
          1

        
	 	 
	
          Section 1.01

        	
          Definitions

        	
          1

        
	
          Section 1.02

        	
          Compliance Certificates and Opinions

        	
          12

        
	
          Section 1.03

        	
          Form of Documents Delivered to Trustee

        	
          13

        
	
          Section 1.04

        	
          Acts of Holders

        	
          14

        
	
          Section 1.05

        	
          Required Notices or Demands

        	
          15

        
	
          Section 1.06

        	
          Language of Notices

        	
          17

        
	
          Section 1.07

        	
          Incorporation by Reference of Trust Indenture Act; Conflicts

        	
          17

        
	
          Section 1.08

        	
          Effect of Headings and Table of Contents

        	
          17

        
	
          Section 1.09

        	
          Successors and Assigns

        	
          17

        
	
          Section 1.10

        	
          Severability

        	
          18

        
	
          Section 1.11

        	
          Benefits of Indenture

        	
          18

        
	
          Section 1.12

        	
          Governing Law

        	
          18

        
	
          Section 1.13

        	
          Legal Holidays

        	
          19

        
	
          Section 1.14

        	
          Counterparts; Electronic Transmission

        	
          19

        
	
          Section 1.15

        	
          Immunity of Certain Persons

        	
          19

        
	
          Section 1.16

        	
          Waiver of Jury Trial

        	
          19

        
	
          Section 1.17

        	
          Force Majeure

        	
          19

        
	
          Section 1.18

        	
          USA Patriot Act

        	
          19

        
	
          Section 1.19

        	
          No Sinking Fund

        	
          19

          

        
	
          Section 1.20

        	
          Rules of Construction

        	
          19

          

        
	 	 	 
	
          ARTICLE II THE SUBORDINATED NOTES

        	
          20

        
	 	 	 
	
          Section 2.01

        	
          Forms Generally

        	
          20

        
	
          Section 2.02

        	
          Definitive Subordinated Notes

        	
          20

        
	
          Section 2.03

        	
          Global Subordinated Notes

        	
          21

        
	
          Section 2.04

        	
          Restricted Subordinated Notes

        	
          21

        
	
          Section 2.05

        	
          Execution and Authentication

        	
          22

        
	
          Section 2.06

        	
          Registrar and Paying Agent

        	
          23

        
	
          Section 2.07

        	
          Registration of Transfer and Exchange

        	
          23

        
	
          Section 2.08

        	
          Exchange Offer

        	
          27

        
	
          Section 2.09

        	
          Mutilated, Destroyed, Lost, and Stolen Subordinated Notes

        	
          28

        
	
          Section 2.10

        	
          Payment of Interest; Rights to Interest Preserved

        	
          28

        
	
          Section 2.11

        	
          Persons Deemed Owners

        	
          29

          

        
	
          Section 2.12

        	
          Cancellation

        	
          30

          

        
	
          Section 2.13

        	
          Computation of Interest

        	
          30

        
	
          Section 2.14

        	
          CUSIP Numbers

        	
          32

        
	 	 	 
	
          ARTICLE III SATISFACTION AND DISCHARGE OF INDENTURE

        	
          33

        
	 	 	 
	
          Section 3.01

        	
          Satisfaction and Discharge

        	
          33

        
	
          Section 3.02

        	
          Defeasance and Covenant Defeasance

        	
          34

        
	
          Section 3.03

        	
          Application of Trust Money

        	
          36

        
	
          Section 3.04

        	
          Reinstatement

        	
          36

        
	
          Section 3.05

        	
          Effect on Subordination Provisions

        	
          37

        


  

  

  
    
      


  

  	
          ARTICLE IV REMEDIES

        	
          37

        
	 	 	 
	
          Section 4.01

        	
          Events of Default; Acceleration

        	
          37

        
	
          Section 4.02

        	
          Failure to Make Payments

        	
          39

        
	
          Section 4.03

        	
          Trustee May File Proofs of Claim

        	
          40

        
	
          Section 4.04

        	
          Trustee May Enforce Claims Without Possession of Subordinated Notes

        	
          41

        
	
          Section 4.05

        	
          Application of Money Collected

        	
          41

        
	
          Section 4.06

        	
          Limitation on Suits

        	
          41

        
	
          Section 4.07

        	
          Unconditional Right of Holders to Payments

        	
          42

        
	
          Section 4.08

        	
          Restoration of Rights and Remedies

        	
          42

        
	
          Section 4.09

        	
          Rights and Remedies Cumulative

        	
          42

        
	
          Section 4.10

        	
          Delay or Omission Not Waiver

        	
          43

        
	
          Section 4.11

        	
          Control by Holders

        	
          43

        
	
          Section 4.12

        	
          Waiver of Past Defaults

        	
          43

        
	
          Section 4.13

        	
          Undertaking for Costs

        	
          43

        
	 	 	 
	
          ARTICLE V THE TRUSTEE

        	
          44

        
	 	 	 
	
          Section 5.01

        	
          Duties of Trustee

        	
          44

        
	
          Section 5.02

        	
          Certain Rights of Trustee

        	
          45

        
	
          Section 5.03

        	
          Notice of Defaults

        	
          47

        
	
          Section 5.04

        	
          Not Responsible for Recitals or Issuance of Subordinated Notes

        	
          47

        
	
          Section 5.05

        	
          May Hold Subordinated Notes

        	
          47

        
	
          Section 5.06

        	
          Money Held in Trust

        	
          48

        
	
          Section 5.07

        	
          Compensation and Reimbursement

        	
          48

        
	
          Section 5.08

        	
          Corporate Trustee Required; Eligibility

        	
          49

        
	
          Section 5.09

        	
          Resignation and Removal; Appointment of Successor

        	
          49

        
	
          Section 5.10

        	
          Acceptance of Appointment by Successor

        	
          50

        
	
          Section 5.11

        	
          Merger, Conversion, Consolidation, or Succession to Business

        	
          51

        
	
          Section 5.12

        	
          Appointment of Authenticating Agent

        	
          52

        
	
          Section 5.13

        	
          Preferred Collection of Claims against Company

        	
          53

        
	 	 	 
	
          ARTICLE VI HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

        	
          53

        
	 	 	 
	
          Section 6.01

        	
          Holder Lists

        	
          53

        
	
          Section 6.02

        	
          Preservation of Information; Communications to Holders

        	
          53

        
	
          Section 6.03

        	
          Reports by Trustee

        	
          54

        
	
          Section 6.04

        	
          Reports by Company

        	
          54

        
	 	 	 
	
          ARTICLE VII SUCCESSORS

        	
          55

        
	 	 	 
	
          Section 7.01

        	
          Merger, Consolidation, or Sale of All or Substantially All Assets

        	
          55

        
	
          Section 7.02

        	
          Successor Person Substituted for Company

        	
          56

        
	 	 	 
	
          ARTICLE VIII SUPPLEMENTAL INDENTURES

        	
          56

        
	 	 	 
	
          Section 8.01

        	
          Supplemental Indentures without Consent of Holders

        	
          56

        
	
          Section 8.02

        	
          Supplemental Indentures with Consent of Holders

        	
          57

        
	
          Section 8.03

        	
          Execution of Supplemental Indentures

        	
          58

        
	
          Section 8.04

        	
          Effect of Supplemental Indentures

        	
          59

        
	
          Section 8.05

        	
          Reference in Subordinated Notes to Supplemental Indentures

        	
          59

        
	
          Section 8.06

        	
          Effect on Senior Indebtedness

        	
          59

        
	
          Section 8.07

        	
          Conformity with Trust Indenture Act

        	
          59

        


  

  

  
    
      


  

  	
          ARTICLE IX COVENANTS

        	
          59

        
	 	 	 
	
          Section 9.01

        	
          Payment of Principal and Interest

        	
          59

        
	
          Section 9.02

        	
          Maintenance of Office

        	
          60

        
	
          Section 9.03

        	
          Money for Subordinated Notes Payments to Be Held in Trust

        	
          60

        
	
          Section 9.04

        	
          Corporate Existence

        	
          61

        
	
          Section 9.05

        	
          Dividends

        	
          62

        
	
          Section 9.06

        	
          Waiver of Certain Covenants

        	
          62

        
	
          Section 9.07

        	
          Company Statement as to Compliance

        	
          62

        
	
          Section 9.08

        	
          Tier 2 Capital

        	
          62

        
	 	 	 
	
          ARTICLE X REDEMPTION OF SECURITIES

        	
          63

        
	 	 	 
	
          Section 10.01

        	
          Applicability of Article

        	
          63

        
	
          Section 10.02

        	
          Election to Redeem; Notice to Trustee

        	
          63

        
	
          Section 10.03

        	
          Selection by Trustee of Subordinated Notes to be Redeemed

        	
          63

        
	
          Section 10.04

        	
          Notice of Redemption

        	
          64

        
	
          Section 10.05

        	
          Deposit of Redemption Price

        	
          65

        
	
          Section 10.06

        	
          Subordinated Notes Payable on Redemption Date

        	
          65

        
	
          Section 10.07

        	
          Subordinated Notes Redeemed in Part

        	
          65

        
	 	 	 
	
          ARTICLE XI SUBORDINATION OF SECURITIES

        	
          66

        
	 	 	 
	
          Section 11.01

        	
          Agreement to Subordinate

        	
          66

        
	
          Section 11.02

        	
          Distribution of Assets

        	
          66

        
	
          Section 11.03

        	
          Default With Respect to Senior Indebtedness

        	
          68

        
	
          Section 11.04

        	
          No Impairment

        	
          69

        
	
          Section 11.05

        	
          Effectuation of Subordination Provisions

        	
          69

        
	
          Section 11.06

        	
          Notice to Trustee

        	
          69

        
	
          Section 11.07

        	
          Trustee Knowledge of Senior Indebtedness

        	
          70

        
	
          Section 11.08

        	
          Senior Indebtedness to Trustee

        	
          70

        
	
          Section 11.09

        	
          Subordination Not Applicable to Trustee Compensation

        	
          71

        


  

  

  
    
      


  

  CROSS-REFERENCE TABLE

  

  

  

  

  	
          
            Trust Indenture Act Section

          

        	
          
            Indenture Section

          

        
	
          
            §310 (a)(1)

          

        	 	
          
            1.07, 5.08

          

        
	
          
                     (a)(2)

          

        	 	
          
            1.07, 5.08, 5.12

          

        
	
          
                     (a)(3)

          

        	 	
          
            1.07

          

        
	
          
                     (a)(4)

          

        	 	
          
            1.07

          

        
	
          
                     (a)(5)

          

        	 	
          
            1.07, 5.08

          

        
	
          
                     (b)

          

        	 	
          
            1.07, 5.05, 5.08, 5.09

          

        
	
          
            §311 (a)

          

        	 	
          
            1.07, 5.05

          

        
	
          
                     (b)

          

        	 	
          
            1.07, 5.05

          

        
	
          
            §312 (a)

          

        	 	
          
            1.07, 6.02

          

        
	
          
                     (b)

          

        	 	
          
            1.07, 6.02

          

        
	
          
                     (c)

          

        	 	
          
            1.07, 6.02

          

        
	
          
            §313 (a)

          

        	 	
          
            1.07, 6.03

          

        
	
          
                     (b)(1)

          

        	 	
          1.07, 6.03

        
	
          
                     (b)(2)

          

        	 	
          1.07, 6.03

        
	
          
                     (c)

          

        	 	
          1.05, 1.07, 6.03, 6.04

        
	
          
                     (d)

          

        	 	
          1.07, 6.03

        
	
          
            §314 (a)

          

        	 	
          
            1.07, 6.04

          

        
	
          
                     (a)(4)

          

        	 	
          
            1.07

          

        
	
          
                     (b)

          

        	 	
          
            1.07

          

        
	
          
                     (c)(1)

          

        	 	
          
            1.07

          

        
	
          
                     (c)(2)

          

        	 	
          
            1.07

          

        
	
          
                     (c)(3)

          

        	 	
          
            1.07

          

        
	
          
                     (d)

          

        	 	
          
            1.07

          

        
	
          
                     (e)

          

        	 	
          
            1.02, 1.07

          

        
	
          
                     (f)

          

        	 	
          
            1.07

          

        
	
          
            §315 (a)

          

        	 	
          
            1.07, 5.01, 5.02

          

        
	
          
                     (b)

          

        	 	
          
            1.07, 5.02, 5.03

          

        
	
          
                     (c)

          

        	 	
          
            1.07, 5.01, 5.02

          

        
	
          
                     (d)

          

        	 	
          
            1.07, 5.01, 5.02

          

        
	
          
                     (e)

          

        	 	
          
            1.07, 5.09

          

        
	
          
            §316 (a)

          

        	 	
          
            1.07

          

        
	
          
                     (b)

          

        	 	
          
            1.07

          

        
	
          
                     (c)

          

        	 	
          
            1.07

          

        
	
          
            §317 (a)(1)

          

        	 	
          
            1.07

          

        
	
          
                     (a)(2)

          

        	 	
          
            1.07

          

        
	
          
                     (b)

          

        	 	
          
            1.07

          

        
	
          
            §318 (a)

          

        	 	
          
            Not Applicable

          

        
	
          
                     (b)

          

        	 	
          
            Not Applicable

          

        
	
          
                     (c)

          

        	 	
          
            1.07

          

        


  

  

  Note: This Cross-Reference Table will not, for any purpose, be deemed part of this Indenture.

  
    
      


  

  
  This INDENTURE dated as of December 13, 2019 is between Reliant Bancorp, Inc., a Tennessee corporation (the “Company”), and UMB Bank, N.A., as Trustee.

  

  

  RECITALS

  

  

  WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for an issue of $60,000,000 in aggregate
    principal amount of 5.125% Fixed-to-Floating Rate Subordinated Notes due 2029, subject to the terms and conditions set forth in this Indenture.

  

  

  NOW, THEREFORE, in order to declare the terms and conditions upon which the Subordinated Notes are authenticated, issued, and delivered,
    and in consideration of the premises, and of the purchase and acceptance of the Subordinated Notes by the Holders thereof, the Company and the Trustee agree as follows for the benefit of each other and for the benefit of the respective Holders from
    time to time of the Subordinated Notes.

  

  

  ARTICLE I

  

  

  DEFINITIONS AND INCORPORATION BY REFERENCE

  

  

  
    
      	

            	Section 1.01	
              Definitions.

            


    

  

  

  

  Except as otherwise expressly provided in this Indenture or unless the context otherwise requires, the terms defined in this Section, for
    all purposes of this Indenture, any Company Order, any Board Resolution, and any indenture supplemental hereto, will have the respective meanings specified in this Section.

  

  

  “Act,” when used with
    respect to any Holders, is defined in Section 1.04.

  

  

  “Additional Interest” has
    the meaning set forth in the Registration Rights Agreement.

  

  

  “Affiliate” means, with
    respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” when used with respect to any
    specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; and the terms “controlling” and “controlled” have meanings
    correlative to the foregoing.

  

  

  “Applicable Procedures”
    means, with respect to any transfer or exchange of or for beneficial interests in any Global Subordinated Note, the rules and procedures of the Depositary that apply to such transfer or exchange.

  

  

  “Authenticating Agent”
    means any Person authorized by the Trustee in accordance with Section 5.12 to act on behalf of the Trustee to authenticate Subordinated Notes.

  

  

   “Authorized Officer” means
    each of the Chief Executive Officer, the President, any Executive Vice President, the Chief Financial Officer, and the Secretary of the Company.

  

  

  “Bankruptcy Laws” means
    Title 11, United States Code (11 U.S.C. §§101 et seq.) or any similar federal or state law for the relief of debtors.

  
    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.

  

  

  “Benchmark Replacement”
    means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if (i) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark
    Replacement Date or (ii) 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)          Compounded SOFR;

  

  

  (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; or

  

  

  (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.

  

  

  “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; or

  

  

  (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.

  
    2

    
      


  

  “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).

  

  

  “Benchmark Replacement Date”
    means the earliest to occur of the following 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.

  

  

  “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

  
    3

    
      


  

  (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.

  

  

  “Board of Directors” means,
    as to any Person, the board of directors or similar governing body of such Person or any duly authorized committee thereof.

  

  

   “Board Resolution” means
    one or more resolutions, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification, delivered to the
    Trustee.

  

  

  “Business Day” means any
    day other than a Saturday, Sunday, or other day on which banking institutions in the State of Tennessee are authorized or obligated by law, regulation, or executive order to close.

  

  

  “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.

  

  

  “Commission” means the U.S.
    Securities and Exchange Commission, as from time to time constituted, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
    performing such duties at such time.

  

  

  “Company” is defined in the
    preamble to this Indenture.

  

  

  “Company Request” and “Company Order” mean, respectively, a written request or order signed on behalf of the Company by an Authorized Officer and delivered to the
    Trustee.

  

  

  “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 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.

  
    4

    
      


  

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

  

  

  “Corporate Trust Office”
    means the address of the Trustee specified in Section 1.05 or such other address as the Trustee may designate from time to time by notice to the Holders and the
    Company, or the designated address of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

  

  

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

  

  

  “Covenant Defeasance” is
    defined in Section 3.02(3).

  

  

  “Defaulted Interest” is
    defined in Section 2.10.

  

  

  “Definitive Subordinated Notes”
    means, individually and collectively, each Restricted Definitive Subordinated Note and each Unrestricted Definitive Subordinated Note, substantially in the form of Exhibit
        A-1 hereto, issued under this Indenture.

  

  

  “Depositary” means, with
    respect to any Subordinated Note issuable or issued in whole or in part in global form, the Person designated as depositary by the Company in accordance with this Indenture, and any and all successors thereto appointed as Depositary under this
    Indenture. The initial Depositary shall be The Depository Trust Company.

  

  

  “Dollars” or “$” means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United States.

  

  

  “Event of Default” is
    defined in Section 4.01.

  

  

  “Exchange Act” means the
    Securities Exchange Act of 1934, as amended, or any successor statute thereto.

  

  

  “Exchange Notes” means the
    Subordinated Notes issued in the Exchange Offer in accordance with Section 2.08.

  

  

  “Exchange Offer” has the
    meaning set forth in the Registration Rights Agreement.

  

  

  “Federal Reserve Board”
    means the Board of Governors of the Federal Reserve System or any successor regulatory authority with jurisdiction over bank holding companies.

  

  

  “Fixed Interest Payment Date”
    means June 15 and December 15 of each year, beginning June 15, 2020, and ending December 15, 2024.

  

  

  “Fixed Interest Period”
    means from and including the original issue date of the Subordinated Notes to but excluding December 15, 2024 or any earlier redemption date.

  
    5

    
      


  

  “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.

  

  

  “Floating Interest Payment Date”
    means March 15, June 15, September 15, and December 15 of each year, beginning December 15, 2024.

  

  

  “Floating Interest Period”
    means each three-month period of each year, beginning December 15, 2024.

  

  

  “Floating Interest Rate” is
    defined in Section 2.13(2).

  

  

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

  

  

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

  

  

  “GAAP” means generally
    accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the statements and pronouncements of the Financial Accounting
    Standards Board, and such other statements by such other entities (including the Commission) as have been accepted by a significant segment of the accounting profession, which are applicable at the date of this Indenture.

  

  

  “Global Subordinated Notes”
    means, individually and collectively, each Restricted Global Subordinated Note and each Unrestricted Global Subordinated Note, substantially in the form of Exhibit A-2
    hereto, issued under this Indenture.

  

  

  “Government Obligations”
    means securities which are direct obligations of the United States of America in each case where the payment or payments thereunder are supported by the full faith and credit of the United States of America.

  

  

  “Holder” means the Person
    in whose name the Subordinated Note is registered in the Subordinated Note Register.

  

  

  “Indenture” means this
    Indenture, as amended and supplemented from time to time in accordance with its terms.

  

  

  “Initial Notes” means the
    $60,000,000 in aggregate principal amount of the Company’s 5.125% Fixed-to-Floating Rate Subordinated Notes due 2029 issued under this Indenture on the date hereof.

  

  

  “Interest Payment Date”
    means either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.

  

  

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

  
    6

    
      


  

  “Investment Company Event”
    means the receipt by the Company of a legal opinion from 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.

  

  

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

  

  

  “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.

  

  

  “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.

  

  

  “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.

  

  

  “Legal Defeasance” is
    defined in Section 3.02(2).

  

  

  “Letter of Transmittal”
    means the letter of transmittal to be prepared by the Company and sent to all Holders for use by such Holders in connection with an Exchange Offer.

  

  

  “Maturity” or “Maturity Date” means the date on which the principal of a Subordinated Note or an installment of principal becomes due and payable as provided in
    or under this Indenture or such Subordinated Note, whether at the Stated Maturity or by an acceleration of the maturity of such Subordinated Note in accordance with the terms of such Subordinated Note, upon redemption at the option of the Company, upon
    repurchase or repayment, or otherwise, and includes a Redemption Date for such Subordinated Note and a date fixed for the repurchase or repayment of such Subordinated Note at the option of the Holder.

  

  

  “Officer” means, with
    respect to any Person, the chairman of the Board of Directors, vice chairman of the Board of Directors, the chief executive officer, the president, the chief operating officer, the chief financial officer, the treasurer, any assistant treasurer, the
    controller, the secretary, or any vice president of such Person.

  

  

  “Officers’ Certificate”
    means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the chief executive officer, the chief financial officer or the principal accounting officer of the Company, that complies with the requirements of
    Section 1.02 and is delivered to the Trustee.

  
    7

    
      


  

  “Opinion of Counsel” means
    a written opinion from legal counsel, which opinion meets the requirements of Section 1.02. The counsel may be an employee of or counsel to the Company or any
    Subsidiary of the Company.

  

  

  “Outstanding,” when used
    with respect to any Subordinated Notes, means, as of the date of determination, all such Subordinated Notes theretofore authenticated and delivered under this Indenture, except (i) any such Subordinated Note theretofore cancelled by the Trustee or the
    Registrar or delivered to the Trustee or the Registrar for cancellation; (ii) any such Subordinated Note for which payment at the Maturity thereof money in the necessary amount has been theretofore deposited in accordance with this Indenture (other
    than in accordance with Section 3.02) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company
    (if the Company will act as its own Paying Agent) for the Holder of such Subordinated Note, provided that, if such Subordinated Note is to be redeemed, notice of such redemption has been duly given in accordance with this Indenture or provision
    therefor satisfactory to the Trustee has been made; (iii) any such Subordinated Note with respect to which the Company has effected Legal Defeasance or Covenant Defeasance in accordance with Section 3.02, except to the extent provided in Section 3.02; and (iv) any such Subordinated Note that has been paid in
    accordance with Section 2.09 or in exchange for or in lieu of which other Subordinated Notes have been authenticated and delivered under this Indenture, unless
    there will have been presented to the Trustee proof satisfactory to the Trustee that such Subordinated Note is held by a bona fide purchaser in whose hands such Subordinated Note is a valid obligation of the Company; provided, however, in all cases, that in determining whether the
    Holders of the requisite principal amount of Outstanding Subordinated Notes have given any request, demand, authorization, direction, notice, consent, or waiver hereunder, Subordinated Notes owned by the Company or any Affiliate of the Company will be
    disregarded and deemed not to be Outstanding. Subordinated Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to
    such Subordinated Notes and that the pledgee is not the Company or an Affiliate of the Company.

  

  

  “Participating Broker-Dealer”
    has the meaning set forth in the Registration Rights Agreement.

  

  

  “Paying Agent” is defined
    in Section 2.06.

  

  

  “Person” means any
    individual, corporation, partnership, association, limited liability company, other company, statutory trust, business trust, joint venture, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision
    thereof.

  

  

  “Place of Payment,” with
    respect to any Subordinated Note, means the place or places where the principal of, or interest on, such Subordinated Note are payable as provided in or under this Indenture or such Subordinated Note.

  

  

  “Private Placement Legend”
    means the legend set forth in Section 2.04 of this Indenture to be placed on all Subordinated Notes issued under this Indenture, except where otherwise
    permitted by the provisions of this Indenture.

  
    8

    
      


  

  “Purchase Agreement” means
    the Subordinated Note Purchase Agreements concerning the Subordinated Notes, dated December 13, 2019, by and among the Company and the purchasers identified therein.

  

  

  “Redemption Date” with
    respect to any Subordinated Note or portion thereof to be redeemed, means the date fixed for such redemption by or under this Indenture or such Subordinated Note.

  

  

  “Redemption Price” with
    respect to any Subordinated Note or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or under this Indenture or such Subordinated Note.

  

  

  “Reference Time” with
    respect to any determination of a Benchmark means (i) 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 (ii) 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.

  

  

  “Registrar” is defined in Section 2.06.

  

  

  “Registration Rights Agreement”
    means the Registration Rights Agreement in the form attached as Exhibit B to the Purchase Agreement, dated as of the date of this Indenture, by and among the
    Company and the purchasers of the Initial Notes identified therein.

  

  

  “Regular Record Date,” with
    respect to any Interest Payment Date, means the close of business on the fifteenth calendar day prior to such Interest Payment Date, without regard to whether the Regular Record Date is a Business Day.

  

  

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

  

  

  “Responsible Officer”
    means, when used with respect to the Trustee, any officer within the Corporate Trust Office who has direct responsibility for the administration of this Indenture and, with respect to a particular corporate trust matter, any other officer of the
    Trustee to whom such matter is referred because of such Person’s knowledge of and familiarity with the particular subject.

  

  

  “Restricted Definitive Subordinated
        Note” means a Definitive Subordinated Note bearing, or that is required to bear, the Private Placement Legend.

  

  

  “Restricted Global Subordinated Note”
    means a Global Subordinated Note bearing, or that is required to bear, the Private Placement Legend,

  

  

  “Restricted Subordinated Note”
    means a Restricted Global Subordinated Note or a Restricted Definitive Subordinated Note.

  

  

  “Rule 144” means Rule 144
    promulgated under the Securities Act.

  
    9

    
      


  

  “Rule 144A” means Rule 144A
    promulgated under the Securities Act.

  

  

  “Securities Act” means the
    Securities Act of 1933, as amended, or any successor statute thereto.

  

  

  “Senior Indebtedness” means
    the principal of, and premium, if any, and interest, including interest accruing after the commencement of any bankruptcy proceeding relating to the Company, on, or substantially similar payments the Company makes in respect of the following categories
    of debt, whether that debt was outstanding on the date of execution of this Indenture or thereafter incurred, created, or assumed: (i) all indebtedness of the Company for borrowed money, whether or not evidenced by notes, debentures, bonds, securities,
    or other similar instruments issued under the provisions of any indenture, fiscal agency agreement, debenture or note purchase agreement, or other agreement, including any senior debt securities that may be offered; (ii) indebtedness of the Company for
    money borrowed or represented by purchase money obligations, as defined below; (iii) the Company’s obligations as lessee under leases of property, whether made as part of a sale and leaseback transaction to which it is a party or otherwise; (iv)
    reimbursement and other obligations relating to letters of credit, bankers’ acceptances and similar obligations and direct credit substitutes; (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 contacts, commodity contracts, and other similar arrangements; (vi) all of the Company’s obligations issued or assumed as the deferred purchase price of property or
    services, but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business; (vii) any other obligation of the Company to its general creditors; (viii) all obligations of the type referred to in clauses (i) through
    (vii) of other Persons for the payment of which the Company is liable contingently or otherwise to pay or advance money as obligor, guarantor, endorser, or otherwise; (ix) all obligations of the types referred to in clauses (i) through (viii) of other
    Persons secured by a lien on any property or asset of the Company; and (x) deferrals, renewals, or extensions of any of the indebtedness or obligations described above.

  

  

  However, clauses (i) through (x) above exclude: (y) any indebtedness, obligation, or liability that is subordinated to indebtedness,
    obligations, or liabilities of the Company to substantially the same extent as or to a greater extent than the Subordinated Notes are subordinated; and (z) the Subordinated Notes and, unless expressly provided in the terms thereof, any indebtedness of
    the Company to its Subsidiaries.

  

  

  As used above, the term “purchase money obligations” means indebtedness, obligations evidenced by a note, debenture, bond, or other
    instrument, whether or not secured by a lien or other security interest, issued to evidence the obligation to pay or a guarantee of the payment of, and any deferred obligation for the payment of, the purchase price of property but excluding
    indebtedness or obligations for which recourse is limited to the property purchased, issued or assumed as all or a part of the consideration for the acquisition of property or services, whether by purchase, merger, consolidation or otherwise, but does
    not include any trade accounts payable as set forth in clause (6) above.

  

  

  “Significant Subsidiary”
    means any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated by the Commission (as such rule is in effect on the date of this Indenture).

  
    10

    
      


  

  “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.

  

  

  “Special Record Date” for
    the payment of any Defaulted Interest on any Subordinated Note means a date fixed in accordance with Section 2.10.

  

  

  “Spread” means 376.5 basis
    points.

  

  

  “Stated Maturity” means
    December 15, 2029.

  

  

  “Subordinated Note” or “Subordinated Notes” means the Initial Notes and the Exchange Notes and, more particularly, any Subordinated Note authenticated and delivered
    under this Indenture, including those Subordinated Notes issued or authenticated upon transfer, replacement, or exchange.

  

  

  “Subordinated Note Register”
    is defined in Section 2.06.

  

  

  “Subordination Provisions”
    means the provisions contained in Article XI of this Indenture or any provisions with respect to subordination contained in the Subordinated Notes.

  

  

  “Subsidiary” means a
    corporation, a partnership, business or statutory trust, or a limited liability company, a majority of the outstanding voting equity securities or a majority of the voting membership or partnership interests, as the case may be, of which is owned or
    controlled, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For the purposes of this definition, “voting equity securities” or “voting membership or partnership interests” means securities or interests having
    voting power for the election of directors, managers, managing partners, or trustees, as the case may be, whether at all times or only so long as no senior class of securities or interests has voting power by reason of any contingency.

  

  

  “Tax Event” means the
    receipt by the Company of a legal opinion from counsel experienced in such matters to the effect that there is more than an insubstantial risk that interest paid by the Company on the Subordinated Notes is not, or within 90 days of the date of such
    legal opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.

  

  

  “Term SOFR” means the
    forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

  

  

  “Term SOFR Administrator”
    means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a successor administrator).

  

  

  “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.

  

  

  “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).

  
    11

    
      


  

  “Tier 2 Capital” means Tier 2 capital for purposes of capital adequacy guidelines of the Federal Reserve Board, as then in effect and applicable to the
    Company.

  

  

  “Tier 2 Capital Event” means the receipt by the Company of a legal opinion from counsel experienced in such matters to the effect that there is a
    material risk that the Subordinated Notes do not constitute, or within 90 days of the date of such legal opinion will not constitute, Tier 2 Capital (or its then equivalent if the Company were subject to such capital requirement).

  

  

  “Trust Indenture Act” means
    the Trust Indenture Act of 1939, as amended.

  

  

  “Trustee” means UMB Bank,
    N.A., as trustee, until a successor replaces it in accordance with the provisions of this Indenture, and thereafter means the successor serving hereunder.

  

  

  “Unadjusted Benchmark Replacement”
    means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

  

  

  “United States” means the
    United States of America (including the states thereof and the District of Columbia), its territories, its possessions, and other areas subject to its jurisdiction.

  

  

  “Unrestricted Definitive Subordinated
        Note” means a Definitive Subordinated Note that does not bear, and is not required to bear, the Private Placement Legend.

  

  

  “Unrestricted Global Subordinated Note”
    means a Global Subordinated Note that does not bear, and is not required to bear, the Private Placement Legend.

  

  

  “USA Patriot Act” means the
    Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as amended, or any successor statute thereto.

  

  

  
    
      	

            	Section 1.02	
              Compliance Certificates and Opinions.

            


    

  

  

  

  Except as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take
    any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a condition
    precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which
    constitutes a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture
    relating to such particular application or request, no additional certificate or opinion need be furnished.

  
    12

    
      


  

  Each certificate or opinion with respect to compliance with a condition provided for in this Indenture (other than an Officers’
    Certificate provided under Section 9.07) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

  

  

  (1)          a statement that the person making such certificate or opinion has read such condition;

  

  

  (2)          a brief statement as to the nature and scope of the examination or investigation upon which the statements or
      opinions contained in such certificate or opinion are based;

  

  

  (3)          a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition has been satisfied; and

  

  

  (4)          a statement as to whether or not, in the opinion of such person, such condition has been satisfied.

  

  

  
    
      	

            	Section 1.03	
              Form of Documents Delivered to Trustee.

            


    

  

  

  

  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
    that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more
    other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

  

  

  Any certificate or opinion of an Officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or
    opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care, but without investigation, should know, that the certificate or opinion or representations with respect to the matters upon which his or her
    certificate or opinion is based are erroneous.

  

  

  Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
    representations by, an Officer or Officers of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care, but without investigation,
    should know, that the certificate or opinion or representations with respect to such matters are erroneous.

  

  

  Where any Person is required to make, give, or execute two or more applications, requests, consents, certificates, statements, opinions,
    or other instruments under this Indenture or any Subordinated Note, they may, but need not, be consolidated and form one instrument.

  
    13

    
      


  

  
    
      	

            	Section 1.04	
              Acts of Holders.

            


    

  

  

  

  (1)          Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by or
      under this Indenture to be made, given, or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, any such action will
      become effective when such instrument or instruments are delivered to the Trustee
      and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
        referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such
        agent, or of the holding by any Person of a Subordinated Note, will be sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in favor of the Trustee and the Company and any
        agent of the Trustee or the Company, if made in the manner provided in this Section.

  

  

  (2)          The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner that the Trustee deems sufficient and in accordance with such
        reasonable rules as the Trustee may determine, and the Trustee may in any
        instance require further proof with respect to any of the matters referred to in this Section.

  

  

  (3)          The ownership, principal amount, and serial numbers of Subordinated Notes held by any Person, and the date of the commencement and the date of the termination of holding the same, will be proved by the Subordinated Note Register.

  

  

  (4)          The Company may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request,
      demand, authorization, direction, notice, consent, or waiver or take any other Act authorized or permitted to be given or taken by Holders. Unless otherwise
        specified, if not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, any such record date will be the later of 30 calendar days prior to the first solicitation in respect of such action or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. If a record date is fixed, the Holders
      on such record date, and only such Persons, will be entitled to make, give, or take such request, demand, authorization, direction, notice, consent, waiver,
      or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent,
      waiver, or other action will be valid or effective if made, given, or taken more than 90 calendar days after such record date.

  

  

  (5)          Any effective request, demand, authorization, direction, notice, consent, waiver, or other Act by the Holder
      of any Subordinated Note will bind every future Holder of the same Subordinated Note and the Holder of every Subordinated Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee, any Registrar, any Paying Agent, or the Company in reliance thereon, whether or not
        notation of such Act is made upon such Subordinated Note.

  

  

  (6)          Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Subordinated Note may do so with regard to all or any part of the principal amount of such Subordinated Note or by one or more duly appointed agents, each of which may do so in accordance with such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount in accordance with this paragraph will have the same effect
        as if given or taken by separate Holders of each such different part.

  
    14

    
      


  

  (7)          Without limiting the generality of this Section 1.04, a Holder, including a Depositary
      that is a Holder of a Global Subordinated Note, may make, give, or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver, or other Act provided in or under this Indenture or the Subordinated Notes to be made, given, or taken by Holders, and a Depositary that is a Holder of a Global Subordinated
      Note may provide its proxy or proxies to the beneficial owners of interests in any
        such Global Subordinated Note through such Depositary’s Applicable
      Procedures. The Company may fix a record date for the purpose of determining the Persons
      who are beneficial owners of interests in any Global Subordinated Note entitled under
        the Applicable Procedures of such Depositary to make, give, or take, by a proxy or proxies duly appointed in writing, any request, demand,
      authorization, direction, notice, consent, waiver, or other action provided in this Indenture to be made, given, or taken by Holders. If such a record date is
        fixed, the Holders on such record date or their duly appointed proxy or
      proxies, and only such Persons, will be entitled to make, give, or take such request, demand, authorization, direction, notice, consent, waiver, or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver, or
      other action will be valid or effective if made, given, or taken more than 90 calendar days after such record date.

  

  

  Promptly upon any record date being set in accordance with this Section 1.04, the Company, at its own expense, will cause notice of the record date, the proposed action by Holders, and the expiration date to be given to the Trustee in writing and the Holders in the manner set forth in Section 1.05.

  

  

  
    
      	

            	Section 1.05	
              Required Notices or Demands.

            


    

  

  

  

  Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in Person or delivered by
    registered or certified mail (return receipt requested), facsimile, email, or overnight air courier guaranteeing next day delivery, to the other’s address:

  

  

  If to the Company;

  

  

  Reliant Bancorp, Inc.

  6100 Tower Circle

  Suite 120

  Franklin, Tennessee 37067

  Attention: Chief Financial Officer

  Facsimile: (615) 221-2004

  Email: ddellinger@reliantbank.com

  
    15

    
      


  

  With a copy (which shall not constitute notice) to:

  

  

  

  

  Butler Snow LLP

  

  

  150 3rd Avenue South

  Suite 1600

  Nashville, Tennessee 37201

  Attention:  Adam G. Smith

  Facsimile: (615) 651-6701

  Email: adam.smith@butlersnow.com

  

  

  If to the Trustee:

  

  

  UMB Bank, N.A.

  5555 San Felipe, Suite 870

  Houston, Texas 77056

  Attention: Mauri J. Cowen, Sr. Vice President, Corporate Trust Services

  Facsimile: (713) 300-0590

  Email: mauri.cowen@umb.com

  

  

  

  

  The Company or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or
    communications.

  

  

  All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five
    Business Days after being deposited in the mail, postage prepaid, if delivered by mail; on the first Business Day after being sent, if sent by facsimile and the sender receives confirmation of successful transmission; upon confirmation of transmittal
    (but excluding any automatic reply), if sent by email; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

  

  

  Any notice required or permitted to be given to a Holder under the provisions of this Indenture will be deemed to be properly delivered by
    being deposited postage prepaid in a post office letter box in the United States addressed to such Holder at the address of such Holder as shown on the Subordinated Note Register. Any report in accordance with Section 313 of the Trust Indenture Act
    will be transmitted in compliance with subsection (c) therein. If the Company delivers a notice or communication to Holders, the Company will deliver a copy to the Trustee at the same time.

  

  

  In any case where notice to Holders of Subordinated Notes is delivered by mail, neither the failure to deliver such notice, nor any defect
    in any notice so delivered, to any particular Holder of a Subordinated Note will affect the sufficiency of such notice with respect to other Holders of Subordinated Notes. Any notice that is delivered in the manner herein provided will be conclusively
    presumed to have been duly given or provided. In the event that, by reason of the suspension of regular mail service or by reason of any other cause, it will be impracticable to give such notice by mail, then such notification as will be made with the
    approval of the Trustee will constitute a sufficient notification for every purpose hereunder.

  
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  Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
    notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Holders of Subordinated Notes will be filed with the Trustee, but such filing will not be a condition precedent to the validity of any
    action taken in reliance upon any such waiver.

  

  

  

  

  Notwithstanding any other provision herein, where this Indenture provides for notice to any Holder of a Global Subordinated Note, or of an
    interest therein, such notice will be sufficiently given if given to the Depositary for such Global Subordinated Note (or its designee) according to the Applicable Procedures of such Depositary prescribed for giving such notice.

  

  

  
    
      	

            	Section 1.06	
              Language of Notices.

            


    

  

  

  

  Any request, demand, authorization, direction, notice, consent, or waiver or other Act required or permitted under this Indenture will be
    in the English language, except that, if the Company so elects, any published notice may be in an official language of the country of publication.

  

  

  
    
      	

            	Section 1.07	
              Incorporation by Reference of Trust Indenture Act; Conflicts.

            


    

  

  

  

  Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of
    this Indenture. The Trust Indenture Act term “obligor,” for purposes of this Indenture, means the Company and any successor obligor upon the
    Subordinated Notes.

  

  

  All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another
    statute, or defined by Commission rule under the Trust Indenture Act have the meanings so assigned to them as of the date of this Indenture. If and to the extent that any provision of this Indenture limits, qualifies, or conflicts with another
    provision included in this Indenture that is required to be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required provision will control. If any provision of this Indenture limits, qualifies, or
    conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act, the duties imposed by Section 318(c) of the Trust Indenture Act will control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture
    Act that may be so modified or excluded, the provisions of the Trust Indenture Act will be deemed to apply to this Indenture as so modified or will be excluded, as the case may be.

  

  

  
    
      	

            	Section 1.08	
              Effect of Headings and Table of Contents.

            


    

  

  

  

  The Article and Section headings in this Indenture and the Table of Contents are for convenience only and will not affect the construction
    of this Indenture.

  

  

  
    
      	

            	Section 1.09	
              Successors and Assigns.

            


    

  

  

  

  All the covenants, stipulations, promises, and agreements in this Indenture by or on behalf of the Company or the Trustee will bind its
    respective successors and permitted assigns, whether so expressed or not.

  
    17

    
      


  

  
    
      	

            	Section 1.10	
              Severability.

            


    

  

  

  

  In the event any provision in this Indenture or any Subordinated Note is invalid, illegal, or unenforceable, the validity, legality, and
    enforceability of the remaining provisions of this Indenture or such Subordinated Note, as the case may be, will not, to the fullest extent permitted by law, in any way be affected or impaired thereby.

  

  

  
    
      	

            	Section 1.11	
              Benefits of Indenture.

            


    

  

  

  

  Nothing in this Indenture or any Subordinated Note, express or implied, will give to any Person, other than the parties hereto (and any
    related parties expressly entitled to indemnification under Section 5.07), any Registrar, any Paying Agent, and their respective successors hereunder, and the
    Holders of Subordinated Notes, and the holders of Senior Indebtedness, any benefit or any legal or equitable right, remedy, or claim under this Indenture.

  

  

  
    
      	

            	Section 1.12	
              Governing Law.

            


    

  

  

  

  This Indenture and the Subordinated Notes will be deemed to be a contract made under the laws of the State of Tennessee and will be
    governed by, and construed in accordance with, the laws of the State of New York without giving effect to any laws or principles of conflict of laws that would apply the laws of a different jurisdiction.

  

  

  
    
      	

            	Section 1.13	
              Legal Holidays.

            


    

  

  

  

  Unless otherwise specified in or under this Indenture or any Subordinated Notes, in any case where any Interest Payment Date, Stated
    Maturity, or Maturity of, or any other day on which a payment is due with respect to, any Subordinated Note is a day that is not a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Subordinated
    Note other than a provision in any Subordinated Note or in the Board Resolution, Officers’ Certificate, or supplemental indenture establishing the terms of any Subordinated Note that specifically states that such provision will apply in lieu hereof)
    payment need not be made at such Place of Payment on such date, but such payment may be made on the next succeeding day that is a Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, at the
    Stated Maturity, or Maturity or on any such other payment date, as the case may be, and no interest will accrue on the amount payable on such date or at such time for the period from and after such Interest Payment Date, Stated Maturity, Maturity, or
    other payment date, as the case may be, to the next succeeding Business Day.

  

  

  
    
      	

            	Section 1.14	
              Counterparts; Electronic Transmission.

            


    

  

  

  

  This Indenture may be executed in several counterparts, each of which will be an original and all of which together will constitute but
    one and the same instrument. Any facsimile or electronically transmitted copies hereof or signature hereon will, for all purposes, be deemed originals.

  
    18

    
      


  

  
    
      	

            	Section 1.15	
              Immunity of Certain Persons.

            


    

  

  

  

  No recourse under or upon any obligation, covenant, or agreement contained in this Indenture, or in any Subordinated Note, or because of
    any indebtedness evidenced thereby, will be had against any past, present, or future shareholder, employee, officer, or director, as such, of the Company or Trustee or of any predecessor or successor, either directly or through the Company or Trustee
    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 the Subordinated Notes by the Holders and as part of the consideration for the issue of the Subordinated Notes.

  

  

  
    
      	

            	Section 1.16	
              Waiver of Jury Trial.

            


    

  

  

  

  EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
    PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SUBORDINATED NOTES, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

  

  

  
    
      	

            	Section 1.17	
              Force Majeure.

            


    

  

  

  

  In no event will the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out
    of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
    interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services; it being understood that the Trustee will use reasonable efforts that are consistent with accepted practices in the banking industry to
    resume performance as soon as practicable under the circumstances.

  

  

  
    
      	

            	Section 1.18	
              USA Patriot Act.

            


    

  

  

  

  The Trustee hereby notifies the Company that, in accordance with the requirements of the USA Patriot Act, it is required to obtain,
    verify, and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow the Trustee to identify the Company in accordance with the USA Patriot Act.

  

  

  
    
      	

            	Section 1.19	
              No Sinking Fund.

            


    

  

  

  

  The Subordinated Notes are not entitled to the benefit of any sinking fund.

  

  

  
    
      	

            	Section 1.20	
              Rules of Construction.

            


    

  

  

  

  Unless the context otherwise requires:

  

  

  (1)          a term has the meaning
      assigned to it;

  
    19

    
      


  

  (2)          an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

  

  

  (3)          “or” is not exclusive;

  

  

  (4)          words in the singular
      include the plural, and words in the plural include the singular;

  

  

  (5)          “including” means including without limitation;

  

  

  (6)          “will” will be
        interpreted to express a command;

  

  

  (7)          provisions apply to
      successive events and transactions;

  

  

  (8)          references to sections of, or rules under, the Securities Act will be deemed to include substitute, replacement, or successor sections or rules adopted by the Commission from time to time;

  

  

  (9)          unless the context otherwise requires, any reference to an “Article,” “Section,” or “clause” refers to
        an Article, Section, or clause, as the case may be, of this Indenture; and

  

  

  (10)          the words “herein,” “hereof,”
        and “hereunder” and other words of similar import refer to this Indenture as a
        whole and not any particular Article, Section, clause, or other subdivision.

  

  

  ARTICLE II

  THE SUBORDINATED NOTES

  

  

  
    
      	

            	Section 2.01	
              Forms Generally.

            


    

  

  

  

  The Subordinated Notes (including the Trustee’s certificate of authentication) will be substantially in the form of Exhibit A-l and Exhibit A-2, as applicable, which are a part of this
    Indenture. The Subordinated Notes may have notations, legends, or endorsements required by law, stock exchange rule, or usage (provided that any such notation, legend, or endorsement is in a form acceptable to the Company). The Company will provide any
    such notations, legends, or endorsements to the Trustee in writing. Each Subordinated Note will be dated the date of its authentication. The terms and provisions contained in the Subordinated Notes will constitute, and are hereby expressly made, a part
    of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Subordinated Note irreconcilably conflicts
    with the express provisions of this Indenture, the provisions of this Indenture will govern and be controlling.

  

  

  
    
      	

            	Section 2.02	
              Definitive Subordinated Notes.

            


    

  

  

  

  The Initial Notes and the Exchange Notes will be issued initially in the form of one or more Definitive Subordinated Notes, unless, before
    the issuance of such Initial Notes or Exchange Notes, the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and has so notified the Trustee, in which event the Initial Notes and the Exchange Notes will
    be issued in the form of one or more Global Subordinated Notes. Except as provided in Section 2.07, Holders of Definitive Subordinated Notes will not be
    entitled to transfer Definitive Subordinated Notes in exchange for beneficial interests in Global Subordinated Notes, and owners of beneficial interests in Global Subordinated Notes will not be entitled to receive physical delivery of Definitive
    Subordinated Notes.

  
    20

    
      


  

  
    
      	

            	Section 2.03	
              Global Subordinated Notes.

            


    

  

  

  

  Each Global Subordinated Note issued under this Indenture will be deposited with the Trustee at its Corporate Trust Office, as custodian
    for the Depositary, and registered in the name of the Depositary or the nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of any Global Subordinated Note may from time
    to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided. Any adjustment of the aggregate principal amount of a Global Subordinated Note to reflect the amount of any increase or
    decrease in the amount of outstanding Subordinated Notes represented thereby will be made by the Trustee in accordance with written instructions given by the Holder thereof as required by Section 2.07 hereof and will be made on the records of the Trustee and the Depositary.

  

  

  
    
      	

            	Section 2.04	
              Restricted Subordinated Notes.

            


    

  

  

  

  Each Restricted Definitive Subordinated Note and Restricted Global Subordinated Note will bear a legend in substantially the following
    form:

  

  

  “THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAVE NOT BEEN
    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
    DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER, SALE, OR OTHER DISPOSITION; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED
    INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR
    (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), AND IN ACCORDANCE WITH
    APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.”

  

  

  The Private Placement Legend set forth above will be removed and a new Subordinated Note of like tenor and principal amount without such
    Private Placement Legend will be executed by the Company, and upon written request of the Company (together with an Officers’ Certificate and an Opinion of Counsel) given at least three Business Days prior to the proposed authentication date (or such
    shorter period as is acceptable to the Trustee), the Trustee will authenticate and deliver such new Subordinated Note to the respective Holder, if legal counsel to the Holder or owner of beneficial interests requesting the removal of such Private
    Placement Legend delivers to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee), and the Company an opinion of counsel in compliance with this Indenture and additionally opining that the Private Placement Legend can be
    removed in connection with the transfer in accordance with the Securities Act.

  
    21

    
      


  

  
    
      	

            	Section 2.05	
              Execution and Authentication.

            


    

  

  

  

  Subordinated Notes will be executed on behalf of the Company by any Authorized Officer and may (but need not) have the Company’s corporate
    seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signatures of individuals who were at the time of execution
    Authorized Officers of the Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes
    or did not hold such offices at the date of such Subordinated Notes.

  

  

  The Trustee or an Authenticating Agent will authenticate and deliver the Initial Notes for original issue in an initial aggregate
    principal amount of up to $60,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel, and Officers’ Certificate authenticate and
    deliver any Exchange Notes for an initial aggregate principal amount not to exceed $60,000,000 specified in such Company Order for Exchange Notes issued hereunder. The aggregate principal amount of the Outstanding Subordinated Notes to be issued
    hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date hereof and any such
    additional Subordinated Notes that may be issued hereafter shall be part of the same series of Subordinated Notes for all purposes under this Indenture. Unless the context otherwise requires, the Initial Notes and the Exchange Notes shall constitute
    one series for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration, or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in registered form
    without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

  

  

  The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will
    affect the Trustee’s own rights, duties, or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action
    may not lawfully be taken.

  

  

  No Subordinated Note will be entitled to any benefit under this Indenture or will be valid or obligatory for any purpose, unless there
    appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such
    certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

  
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            	Section 2.06	
              Registrar and Paying Agent.

            


    

  

  

  

  The Company will maintain an office or agency where Subordinated Notes may be presented for registration of transfer or for exchange (the
    “Registrar”) and an office or agency where Subordinated Notes may be presented for payment (the “Paying Agent”). The Registrar will keep a register of the Subordinated Notes (the “Subordinated Note Register”) and of their
    transfer and exchange. The registered Holder of a Subordinated Note will be treated as the owner of the Subordinated Note for all purposes. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar”
    includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that no such change will be effective until a successor Paying
    Agent or Registrar shall have been appointed by the Company and shall have accepted such appointment. The Company will notify the Trustee in writing of the name and address of any Registrar or Paying Agent not a party to this Indenture. If the Company
    fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee will act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

  

  

  The Company initially appoints the Trustee to act as the Paying Agent and Registrar for the Subordinated Notes and, in the event that any
    Subordinated Notes are issued in global form, to initially act as custodian with respect to the Global Subordinated Notes. In the event that the Trustee is not or ceases to be Registrar with respect to the Subordinated Notes, it will have the right to
    examine the Subordinated Note Register at all reasonable times. There will be only one Subordinated Note Register.

  

  

  
    
      	

            	Section 2.07	
              Registration of Transfer and Exchange.

            


    

  

  

  

  (1)          Except as otherwise provided in or under this Indenture, upon surrender for registration of transfer of any Subordinated Note, the Company will execute, and the Trustee will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes denominated as authorized in or under this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding
      and containing identical terms and provisions.

  

  

  Except as otherwise provided in or under this Indenture, at the option of the Holder, Subordinated Notes may be exchanged for other
    Subordinated Notes containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate principal amount, upon surrender of the
    Subordinated Notes to be exchanged at any office or agency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company will execute, and the Trustee will authenticate and deliver, subject to the terms hereof, the
    Subordinated Notes that the Holder making the exchange is entitled to receive.

  

  

  All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes will be the valid obligations of the
    Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange.

  
    23

    
      


  

  Every Subordinated Note presented or surrendered for registration of transfer or for exchange or redemption will (if so required by the
    Company or the Registrar for such Subordinated Note) be duly endorsed, or will be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note duly executed by the Holder thereof or
    his or her attorney duly authorized in writing.

  

  

  No service charge will be imposed for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of
    Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company or the Registrar 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 the Subordinated Notes from the Holder requesting such transfer or exchange.

  

  

  Except as otherwise provided in or under this Indenture, the Company will not be required (i) to issue, register the transfer of, or
    exchange any Subordinated Notes during a period beginning at the opening of business 15 days before the day of the selection for redemption of Subordinated Notes under Section
        10.03 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except, in the case of any Subordinated Note
    to be redeemed in part, the portion thereof not to be redeemed.

  

  

  Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No
    Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be
    made.

  

  

  The Trustee and the Registrar will have no obligation or duty to monitor, determine, or inquire as to compliance with any restrictions on
    transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global
    Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as is expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
    substantial compliance as to form with the express requirements hereof.

  

  

  Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.

  

  

  (2)          When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such
      Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided that the Definitive Subordinated Notes surrendered for transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed
        by the Holder thereof or such Holder’s attorney duly authorized in writing.

  
    24

    
      


  

  (3)          A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
        successor Depositary or a nominee of such successor Depositary. All Global
      Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) the Depositary has notified the Company that it is unwilling or
      unable to continue as Depositary for such Global Subordinated Notes or such Depositary has ceased to be a “clearing agency” registered under the Exchange
      Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee
      in writing, or (iii) an Event of Default has occurred and is continuing with respect to the Subordinated Notes and the Depositary or its participant(s) have requested the issuance of Definitive Subordinated Notes.

  

  

  Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any
    Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary.

  

  

  Upon the occurrence of any of the preceding events in clause (i), (ii), or (iii) above, Definitive Subordinated Notes will be issued in
    fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as
    the Depositary will instruct the Trustee in writing, and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any portion thereof, in accordance with this Section 2.07 or Section 2.09 hereof, will be authenticated and delivered in the form of, and will
    be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as provided in this Section 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4)
    hereof.

  

  

  Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global
    Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the principal
    amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the
    Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.

  
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  (4)          The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through
        the Depositary in accordance with the Applicable Procedures and this Section 2.07.

  

  

  (5)          A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated
      Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in
      writing. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory
        to the Trustee, together with written instructions from such Holder directing
        the Trustee to make, or to direct the Registrar to make, an adjustment on
        its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information
        regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the
        Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount
        of Subordinated Notes represented by the Global Subordinated Note to be
        increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated
      Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount.

  

  

  (6)          At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive
      Subordinated Notes or a particular Global Subordinated Note has been repurchased or
      canceled in whole and not in part, such Global Subordinated Note will be returned to or
      retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Subordinated
      Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated
      Note or for Definitive Subordinated Notes, the principal amount of Subordinated
      Notes represented by such Global Subordinated Note will be reduced accordingly by
        adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated
      Note will be increased accordingly by adjustments made on the records of the Trustee to
        reflect such increase.

  

  

  (7)          No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in
        this Section 2.07, the Trustee, any Registrar and Paying Agent (if a Person different than the Trustee), and the Company may, prior to
        effecting any requested transfer or exchange of any Restricted Subordinated Notes, other than an exchange in accordance with Section 2.08,
        require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a Person different than the Trustee), and the Company, an opinion of counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated
      Note issued to the transferee or in exchange for the Restricted Subordinated
      Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder
      with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by an opinion of counsel.

  
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            	Section 2.08	
              Exchange Offer.

            


    

  

  

  

  Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of
    a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal
    amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by each Person that certifies in the applicable Letter of Transmittal that (a) it is not an affiliate (as defined in
    Rule 405 under the Securities Act) of the Company, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of business, (c) it has no arrangement with any Person to participate in the distribution (within the meaning of the
    Securities Act) of the Exchange Notes, and (d) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (a), (b), and (c) immediately above, and makes such other representations as may be reasonably
    necessary under applicable Commission rules, regulations, or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated
    Notes in an aggregate principal amount equal to the aggregate principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by each Person that certifies in the applicable Letter
    of Transmittal that (w) it is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company, (x) any Exchange Notes to be received by it will be acquired in the ordinary course of business, (y) it has no arrangement with any Person
    to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes, and (z) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (w), (x), and (y) immediately above,
    and makes such other representations as may be reasonably necessary under applicable Commission rules, regulations, or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available. Concurrently with the
    issuance of any such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly,
    and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount.
    Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture. For the avoidance of
    doubt, the only remedy for breach of registration rights is the Additional Interest set forth in Section 2(e) of the Registration Rights Agreement.

  
    27

    
      


  

  
    
      	

            	Section 2.09	
              Mutilated, Destroyed, Lost, and Stolen Subordinated Notes.

            


    

  

  

  

  If any mutilated Subordinated Note is surrendered to the Trustee, subject to the provisions of this Section 2.09, the Company will execute and the Trustee will authenticate and deliver in exchange therefor a new Subordinated Note containing identical terms and of like principal amount and
    bearing a number not contemporaneously outstanding.

  

  

  If there is delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss, or theft of any
    Subordinated Note, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Subordinated Note has been acquired
    by a bona fide purchaser, the Company will execute and, upon the Company’s request, the Trustee will authenticate and deliver in exchange for or in lieu of any such destroyed, lost, or stolen Subordinated Note a new Subordinated Note containing
    identical terms and of like principal amount and bearing a number not contemporaneously outstanding.

  

  

  Notwithstanding the foregoing provisions of this Section
        2.09, in case the outstanding principal balance of any mutilated, destroyed, lost, or stolen Subordinated Note has become or is about to become due and payable, or such Subordinated Note is about to be redeemed by the Company pursuant to
    Article X hereof, the Company in its discretion may, instead of issuing a new Subordinated Note, pay or redeem such Subordinated Note, as the case may be.

  

  

  Upon the issuance of any new Subordinated Note under this Section, the Company may require the payment of a sum sufficient to cover any
    tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

  

  

  Every new Subordinated Note issued in accordance with this Section in lieu of any destroyed, lost, or stolen Subordinated Note will
    constitute a separate obligation of the Company, whether or not the destroyed, lost, or stolen Subordinated Note will be at any time enforceable by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any
    and all other Subordinated Notes duly issued hereunder.

  

  

  The provisions of this Section, as amended or supplemented in accordance with this Indenture with respect to particular Subordinated Notes
    or generally, will (to the extent lawful) be exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Subordinated Notes.

  

  

  
    
      	

            	Section 2.10	
              Payment of Interest; Rights to Interest Preserved.

            


    

  

  

  

  Any interest on any Subordinated Note payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the
    Person in whose name such Subordinated Note is registered on the Regular Record Date for such Interest Payment Date.

  

  

  Any interest on any Subordinated Note payable, but not punctually paid or duly provided for, on any Interest Payment Date for such
    Subordinated Note (herein called “Defaulted Interest”) will cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having
    been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case as provided in clause (1) or (2) below.

  
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  (1)          The Company may elect to make payment of any Defaulted Interest to the Person in whose name a Subordinated Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which will be fixed in the following manner:

  

  

  The Company will notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Subordinated Note and the date of the proposed payment, and at the same time the Company will
    deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
      paid in respect of such Defaulted Interest or will make arrangements reasonably satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit
      of the Person entitled to such Defaulted Interest as in this clause provided. Thereupon, the Company will fix or cause to be fixed a Special Record Date for the payment of such Defaulted Interest, which will be not more than 15 days and not less than 10 days prior to the date of the proposed payment and
      not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company (or, upon the written request of the Company, the Trustee
    in the name and at the expense of the Company) will cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be delivered to the Holder of such Subordinated Note at the Holder’s address as it appears in the Subordinated Note Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been delivered as aforesaid, such Defaulted Interest will be paid to the Person
    in whose name such Subordinated Note is registered at the close of business on such Special
    Record Date and will no longer be payable under the following clause (2).

  

  

  (2)          The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Subordinated Note may
        be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Company to the Trustee of the proposed payment under this clause, such payment shall be deemed practicable by the Trustee.

  

  

  Unless otherwise provided in or under this Indenture or the Subordinated Notes, at the option of the Company, interest on Subordinated
    Notes that bear interest may be paid by mailing a check to the address of the Person entitled thereto as such address will appear in the Subordinated Note Register or by transfer to an account maintained by the payee with a bank located in the United
    States.

  

  

  Subject to the foregoing provisions of this Section and Section
        2.07, each Subordinated Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Subordinated Note will carry the rights to interest accrued and unpaid, and to accrue, which were
    carried by such other Subordinated Note.

  

  

  
    
      	

            	Section 2.11	
              Persons Deemed Owners.

            


    

  

  

  

  Prior to due presentment of a Subordinated Note for registration of transfer, the Company, the Trustee, and any agent of the Company or
    the Trustee may treat the Person in whose name such Subordinated Note is registered in the Subordinated Note Register as the owner of such Subordinated Note for the purpose of receiving payment of principal of, and (subject to Section 2.07 and Section 2.10) interest on, such Subordinated Note and for all other
    purposes whatsoever, whether or not any payment with respect to such Subordinated Note will be overdue, and neither the Company, the Trustee, nor any agent of the Company or the Trustee will be affected by notice to the contrary.

  
    29

    
      


  

  No holder of any beneficial interest in any Global Subordinated Note held on its behalf by a Depositary will have any rights under this
    Indenture with respect to such Global Subordinated Note, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Subordinated Note for all purposes whatsoever. None of the
    Company, the Trustee, any Paying Agent, nor the Registrar 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 for
    maintaining, supervising, or reviewing any records relating to such beneficial ownership interests.

  

  

  Notwithstanding the foregoing, nothing herein will prevent the Company, the Trustee, any Paying Agent, or the Registrar from giving effect
    to any written certification, proxy, or other authorization furnished by the applicable Depositary, as a Holder, with respect to a Global Subordinated Note or impair, as between such Depositary and the owners of beneficial interests in such Global
    Subordinated Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as the Holder of such Global Subordinated Note.

  

  

  
    
      	

            	Section 2.12	
              Cancellation.

            


    

  

  

  

  All Subordinated Notes surrendered for payment, redemption, registration of transfer, or exchange will, if surrendered to any Person other
    than the Trustee, be delivered to the Trustee, and any such Subordinated Note, as well as Subordinated Notes surrendered directly to the Trustee for any such purpose, will be cancelled promptly by the Trustee. The Company may at any time deliver to the
    Trustee for cancellation any Subordinated Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Subordinated Notes so delivered will be cancelled promptly by the Trustee. No
    Subordinated Notes will be authenticated in lieu of or in exchange for any Subordinated Notes cancelled as provided in this Section, except as expressly permitted by or under this Indenture. All cancelled Subordinated Notes held by the Trustee will be
    disposed of in accordance with its procedure for the disposition of cancelled Subordinated Notes, and the Trustee upon the written request of the Company will deliver to the Company a certificate of such disposition, unless by a Company Order the
    Company shall direct that cancelled Subordinated Notes shall be returned to the Company.

  

  

  
    
      	

            	Section 2.13	
              Computation of Interest.

            


    

  

  

  

  (1)          From and including the original issue date of the Subordinated Notes to but excluding December 15, 2024, or any earlier Redemption Date, the rate at which the Subordinated Notes
      shall bear interest shall be 5.125% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semiannually in arrears on each
      Fixed Interest Payment Date. From and including December 15, 2024, to but
        excluding the Stated Maturity or any earlier Redemption Date, the rate at which the Subordinated Notes shall bear interest shall be a floating rate equal to the Floating Interest Rate for the applicable Floating Interest Period (provided, however, that in the event that the Floating Interest Rate for the applicable Floating Interest Period is less than
        zero, the Floating Interest Rate for such Floating Interest Period shall be deemed to be zero) plus 376.5 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on
        each Floating Interest Payment Date. Any payment of principal of or interest
        on the Subordinated Notes that would otherwise become due and payable on a
        day which is not a Business Day will become due and payable on the next succeeding Business Day, with the same force and effect as if made on the date for payment of such principal or interest, and no interest will accrue in respect of such payment for the period after such day.

  
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  (2)          The “Floating Interest Rate” means:

  

  

  (a)          Initially, Three-Month Term SOFR.

  

  

  (b)          Notwithstanding the foregoing clause (a) of this Section 2.13(2):

  

  

  (i)          If the Calculation Agent
      determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the Company shall promptly provide notice of
      such determination to the Holders and Section 2.13(3) hereof will thereafter apply to all determinations, calculations, and quotations made or obtained for
      purposes of calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Interest Period.

  

  

  (ii)          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.

  

  

  (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 Interest Period are inconsistent with any of the Three-Month Term SOFR Conventions
      determined by the Company, then the relevant Three-Month Term SOFR Conventions will apply.

  

  

  (3)          Effect of Benchmark Transition Event.

  

  

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

  
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  (b)          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.

  

  

  (c)          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:

  

  

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

  

  

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

  

  

  (iii)          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

  

  

  (iv)          notwithstanding anything
      to the contrary in the Subordinated Note, this Indenture, or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party.

  

  

  (d)          For the avoidance of doubt,
      after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on the Subordinated Notes for the Floating Interest Period will be an annual rate equal to the sum of the applicable Benchmark Replacement
      and the Spread.

  

  

  (4)          In the event that any Fixed
      Interest Payment Date during the Fixed Interest Period falls on a day that is not a Business Day, the interest payment due on that date shall be postponed to the next day that is a Business Day and no additional interest shall accrue as a result of
      that postponement. In the event that any Floating Interest Payment Date during the Floating Interest Period falls on a day that is not a Business Day, the interest payment due on that date shall be postponed to the next day that is a Business Day and
      interest shall accrue to but excluding the date interest is paid. However, if the postponement would cause the day to fall in the next calendar month during the Floating Interest Period, the Floating Interest Payment Date shall instead be brought
      forward to the immediately preceding Business Day.

  

  

  

  

  
    
      	

            	Section 2.14	
              CUSIP Numbers.

            


    

  

  

  

  The Company may issue the Subordinated Notes with one or more “CUSIP” numbers (if then generally in use). The Company will promptly notify
    the Trustee in writing of any change in the CUSIP numbers. The Trustee may use “CUSIP” numbers in notices (including but not limited to notices of redemption or exchange) as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Subordinated Notes or as contained in any notice (including
    any notice of redemption or exchange) and that reliance may be placed only on the other identification numbers printed on the Subordinated Notes, and any such notice will not be affected by any defect in or omission of such numbers.

  
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  ARTICLE III

  SATISFACTION AND DISCHARGE OF INDENTURE

  

  

  
    
      	

            	Section 3.01	
              Satisfaction and Discharge.

            


    

  

  

  

  This Indenture will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will
    execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

  

  

  (1)          either:

  

  

  (a)          all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyed, lost, or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose
        payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or

  

  

  (b)          all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory
        to the Trustee for the giving of notice of redemption by the Trustee in the
        name, and at the expense, of the Company, and the Company, in the case of (i), (ii), or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and
        discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereof, as the case may be;

  

  

  (2)          the Company has paid or caused
        to be paid all other sums payable hereunder by the Company with respect to
        the Outstanding Subordinated Notes; and

  

  

  (3)          the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied.

  

  

  Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to
    the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03
    and Section 9.03 will survive.

  
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            	Section 3.02	
              Defeasance and Covenant Defeasance.

            


    

  

  

  

  (1)          The Company may, at its option and at any time, elect to have Section 3.02(2) or Section 3.02(3) be applied to Outstanding Subordinated Notes upon compliance with the conditions set forth below in this Section 3.02. Legal Defeasance and Covenant Defeasance may be effected only with respect to all, and not less than all, of the Outstanding Subordinated Notes.

  

  

  (2)          Upon the Company’s exercise of the above option applicable to this Section 3.02(2), the Company will be deemed to have been discharged from its obligations with respect to Outstanding Subordinated Notes on the date the conditions set forth in clause (4) of this Section 3.02 are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness
        represented by such Outstanding Subordinated Notes, which will thereafter be
        deemed to be “Outstanding” only for purposes of Section 3.02(5) and the other Sections of this Indenture referred to in clauses (i) through (iv) of this Section 3.02(2), and to have satisfied all of its other obligations under such Subordinated Notes and this Indenture insofar as such Subordinated Notes are concerned (and the Trustee, at the expense of the Company, will execute proper instruments acknowledging the same), except for the following which will survive until otherwise terminated or
      discharged hereunder: (i) the rights of Holders of such Outstanding Subordinated Notes to receive, solely from the trust fund described in Section 3.02(4)(a) and as more fully set forth in this Section 3.02 and Section 3.03, payments in respect of the principal of and interest, if any, on such Subordinated
      Notes when such payments are due, (ii) the obligations of the Company and the Trustee
      with respect to such Subordinated Notes under Section 2.07, Section
          2.09, Section 9.02, and Section 9.03, (iii)
        the rights, powers, trusts, duties, and immunities of the Trustee hereunder, and (iv) this Section 3.02 and Section 3.03. The Company may exercise its option under this Section 3.02(2) notwithstanding the prior exercise of its option under Section 3.02(3) with respect to such Subordinated Notes.

  

  

  (3)          Upon the Company’s exercise of the above option applicable to this Section 3.02(3), the Company will be released from its obligations under Section 9.04 (except
        with respect to clause (i)) Section 9.07, and Section 9.08 on and after the date the conditions set forth in Section 3.02(4) are satisfied (“Covenant Defeasance”), and such Subordinated
      Notes will thereafter be deemed to be not “Outstanding” for purposes of any direction,
        waiver, consent or declaration, or Act of Holders (and the consequences of any thereof) in connection with any such covenant, but will continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to such Outstanding Subordinated Notes, the Company may omit to comply with, and will have no liability in respect of. any term, condition, or limitation set forth in any such Section or any such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such
        omission to comply will not constitute a default, but, except as specified
        above, the remainder of this Indenture and such Subordinated Notes will be
        unaffected thereby.

  

  

  (4)          The following will be the conditions to application of Section 3.02(2) or Section 3.02(3) to any Outstanding Subordinated Notes:

  
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  (a)          The Company shall have irrevocably deposited or caused to be deposited with the Trustee (or another
      trustee satisfying the requirements of Section 5.08 who will agree to comply with the provisions of this Section 3.02 applicable to it) as trust funds in trust for the purpose of making the following payments,
        specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (i) an amount in Dollars, (ii) Government Obligations that
        through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one calendar day before the due date of any payment of principal of and interest, if any, on such Subordinated Notes, money, or (iii) a combination thereof, in any case, in an amount sufficient, without consideration of any reinvestment of such principal and
        interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee to
        pay and discharge, and which will be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of and interest, if any, on
        such Outstanding Subordinated Notes on the Stated Maturity of such principal
      or installment of principal or interest or the applicable Redemption Date, as the case may be.

  

  

  (b)          Such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute
        a default under, this Indenture or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which it is bound.

  

  

  (c)          No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Subordinated Notes will have occurred and be continuing on the date of such deposit, and, solely in the case of Legal Defeasance
        under Section 3.02(2), no Event of Default, or event which with notice or lapse of time or both would become an Event of Default, under Section 4.01 will have occurred and be continuing at
        any time during the period ending on and including the 91st day after the date of such deposit (it being understood that this condition to Legal Defeasance under
      Section 3.02(2) will not be deemed satisfied until the expiration of such
        period).

  

  

  (d)          In the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there
        has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture there has been a change in applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel will confirm that, the Holders of such Outstanding Subordinated Notes will not recognize income, gain, or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such Legal Defeasance had not occurred.

  

  

  (e)          In the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Subordinated Notes will not recognize income, gain, or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income
        tax on the same amounts, in the same manner, and at the same times as would have been the case if such Covenant Defeasance had not occurred.

  
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  (f)          The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the Legal Defeasance or Covenant Defeasance, as the case may be, under this Indenture have been satisfied.

  

  

  (g)          If the moneys or Government Obligations or combination thereof, as the case may be, deposited under Section 3.02(4)(a) above are sufficient to pay the principal of, and interest, if any,
        on, such Subordinated Notes provided such Subordinated Notes are redeemed on
        a particular Redemption Date, the Company shall have given the Trustee
      irrevocable instructions to redeem such Subordinated Notes on such date and to provide
        notice of such redemption to Holders as provided in or under this Indenture.

  

  

  (h)          The Trustee shall have received such other documents, assurances, and Opinions of Counsel as the Trustee will have reasonably required in its discretion.

  

  

  (5)          Subject to the provisions of the last paragraph of Section 9.03, all money and Government Obligations deposited with the Trustee (or other qualifying trustee,
        collectively for purposes of this Section 3.02(5), the “Trustee”) in accordance with Section 3.02(4)(a) in respect of any Outstanding Subordinated Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company or any Subsidiary or Affiliate of the Company acting as Paying Agent) as the Trustee may reasonably determine, to the Holders of all sums due and to become due thereon in respect of principal
        and interest, but such money and Government Obligations need not be segregated from other funds, except to the extent required by law.

  

  

  The Company will pay and indemnify the Trustee against any tax, fee, or other charge imposed on or assessed against the Government
    Obligations deposited in accordance with this Section 3.02 or the principal or interest received in respect thereof other than any such tax, fee, or other
    charge which by law is for the account of the Holders of the Outstanding Subordinated Notes.

  

  

  
    
      	

            	Section 3.03	
              Application of Trust Money.

            


    

  

  

  

  Subject to the provisions of the last paragraph of Section
        9.03, all money and Government Obligations deposited with the Trustee in accordance with Section 3.01 or Section 3.02 will be held in trust and applied by the Trustee, in accordance with the provisions of the Subordinated Notes subject to discharge under Section 3.01 or Legal Defeasance or Covenant Defeasance under Section 3.02 and this Indenture, to
    the payment, either directly or through any Paying Agent (including the Company, acting as its own Paying Agent) as the Trustee may reasonably determine, to the Persons entitled thereto, of the principal and interest for whose payment such money has or
    Government Obligations have been deposited with or received by the Trustee, but such money and Government Obligations need not be segregated from other funds, except to the extent required by law.

  

  

  
    
      	

            	Section 3.04	
              Reinstatement.

            


    

  

  

  

  If the Trustee (or other qualifying trustee appointed in accordance with Section 3.02(4)(a)) or any Paying Agent is unable to apply any moneys or Government Obligations deposited in accordance with Section 3.01(1)
    or Section 3.02(4)(a) to pay any principal of, or interest, if any, on, the Subordinated Notes by reason of any legal proceeding or any order or judgment of any
    court or governmental authority enjoining, restraining, or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Subordinated Notes will be revived and reinstated as though no such deposit had occurred,
    until such time as the Trustee (or other qualifying trustee) or Paying Agent is permitted to apply all such moneys and Government Obligations to pay the principal of and interest, if any, on the Subordinated Notes as contemplated by Section 3.01 or Section 3.02 as the case may be; provided that if the Company makes any payment of the principal of, or interest if any on, the Subordinated Notes following the reinstatement of its obligations as
    aforesaid, the Company will be subrogated to the rights of the Holders of such Subordinated Notes to receive such payment from the funds held by the Trustee (or other qualifying trustee) or Paying Agent.

  
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            	Section 3.05	
              Effect on Subordination Provisions.

            


    

  

  

  

  The provisions of Article XI are expressly made subject to the provisions for, and to the right of the Company to effect, the satisfaction
    and discharge of all of the Subordinated Notes as set forth in and in accordance with Section 3.01 and the provisions for, and to the right of the Company to
    effect, Legal Defeasance and Covenant Defeasance of all of the Subordinated Notes as set forth in and in accordance with Section 3.02. As a result, and anything
    herein to the contrary notwithstanding, if the Company complies with the provisions of Section 3.01 to effect the satisfaction and discharge of the Subordinated
    Notes or complies with the provisions of Section 3.02 to effect the Legal Defeasance or Covenant Defeasance, upon the effectiveness of such satisfaction and
    discharge in accordance with Section 3.01 or of Legal Defeasance or Covenant Defeasance in accordance with Section 3.02, the Subordinated Notes as to which satisfaction and discharge or Legal Defeasance or Covenant Defeasance, as the case may be, shall have become effective will thereupon cease to be so
    subordinated in right of payment to the Senior Indebtedness and will no longer be subject to the provisions of Article XI and, without limitation to the foregoing, all moneys and Government Obligations deposited with the Trustee (or other qualifying
    trustee) in trust in connection with such satisfaction and discharge, Legal Defeasance, or Covenant Defeasance, as the case may be, and all proceeds therefrom may be applied to pay the principal of, and interest, if any, on, such Subordinated Notes as
    and when the same will become due and payable notwithstanding the provisions of Article XI without regard to whether any or all of the Senior Indebtedness then outstanding shall have been paid or otherwise provided for.

  

  

  ARTICLE IV

  REMEDIES

  

  

  
    
      	

            	Section 4.01	
              Events of Default; Acceleration.

            


    

  

  

  

  An “Event of Default” means any one of the following events (whatever the reason for such Event of Default and whether it is voluntary or
    involuntary or effected by operation of law or in accordance with any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):

  

  

  (1)          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 45 consecutive days;

  
    37

    
      


  

  (2)          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;

  

  

  (3)          the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and
      when the same becomes due and payable, and the continuation of such failure for a period of 30 days;

  

  

  (4)          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 becomes due and payable under this Indenture;

  

  

  (5)          the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes or in this Indenture, and the continuation of such failure for a period of 45 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, has been given, in
        the manner set forth in Section 1.05, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 30% in aggregate principal amount of the Subordinated Notes at the time Outstanding; or

  

  

  (6)          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.

  

  

  Upon becoming aware of any Event of Default, the Company will promptly deliver to the Trustee a written statement specifying the Event of
    Default.

  

  

  If an Event of Default described in Section 4.01(1)
    or Section 4.01(2) occurs, then the principal amount of all of the Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding
    Subordinated Notes, will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder, 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 4.01(1) or Section 4.01(2), neither the Trustee nor any Holder may accelerate the Maturity of the
    Subordinated Notes and make the principal of, or any accrued and unpaid interest on, the Subordinated Notes immediately due and payable.

  
    38

    
      


  

  For the avoidance of doubt and notwithstanding any other provision of this Indenture or the Subordinated Notes, the Holders shall not be
    entitled to specific performance of the optional redemption provisions applicable to any Subordinated Notes described in Section 10.01, and no premium will be
    due or available as a remedy, in each case in connection with (i) any default or Event of Default, (ii) any acceleration of the Subordinated Notes, or (iii) any other payment, distribution, satisfaction, or other recovery in respect of any Subordinated
    Notes.

  

  

  Subject to the foregoing, if any Event of Default occurs and is continuing, the Trustee may also pursue any other available remedy to
    collect the payment of principal of, and interest on, the Subordinated Notes or to enforce the performance of any provision of the Subordinated Notes or this Indenture.

  

  

  
    
      	

            	Section 4.02	
              Failure to Make Payments.

            


    

  

  

  

  If an Event of Default described in Section 4.01(3)
    or Section 4.01(4) occurs, the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Subordinated Notes, the
    whole amount then due and payable with respect to such Subordinated Notes, with interest upon the overdue principal, and, to the extent permitted by applicable law, upon any overdue installments of interest at the rate or respective rates, as the case
    may be, provided for or with respect to such Subordinated Notes or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Subordinated Notes, and, in addition thereto, such further
    amount of money as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section 5.07.

  

  

  If the Company fails to pay the money it is required to pay the Trustee upon such demand, the Trustee, in its own name and as trustee of
    an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Subordinated
    Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, wherever situated.

  

  

  The Trustee may proceed to protect and enforce its rights and the rights of the Holders of Subordinated Notes by such appropriate judicial
    proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted in this Indenture, or to
    enforce any other proper remedy.

  

  

  During the continuance of a failure by the Company to make any required payment of principal of or interest on the Subordinated Notes, the
    Company may not 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, make any payment of principal or interest or premium, if any, on or
    repay, repurchase, or redeem any debt securities of the Company that rank equal with or junior to the Subordinated Notes, or 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 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 in accordance with the conversion or exchange provisions of such capital stock or
    the security being converted or exchanged; (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 or its Affiliates’ directors, officers, or employees or any
    of the Company’s dividend reinvestment or employee stock purchase plans; or (vi) the grant or award of, the lapse of restrictions with respect to, or the issuance, acquisition, or withholding of shares of any class of the Company’s common stock upon
    the exercise or settlement of (including the satisfaction of tax withholding obligations associated with) options, warrants, grants, awards, or rights under any Company stock option or equity incentive plan.

  
    39

    
      


  

  
    
      	

            	Section 4.03	
              Trustee May File Proofs of Claim.

            


    

  

  

  

  In case of any judicial proceeding relative to the Company (or any other obligor upon the Subordinated Notes), its property, or its
    creditors, the Trustee will be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
    proceeding. In particular, the Trustee will be authorized to:

  

  

  (1)          file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Subordinated
      Notes, of the principal and interest due and unpaid in respect of such Subordinated Notes and to file such other papers or documents as may be necessary or advisable
        in order to have the claims of the Trustee (including any claim for the
        reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents or retained professionals) and of the Holders of such Subordinated Notes allowed in such judicial proceeding; and

  

  

  (2)          collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

  

  

  and any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding is authorized by each
    Holder to make such payments to the Trustee and, in the event that the Trustee will consent to the making of such payments directly to the Holders, and to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements,
    and advances of the Trustee, its agents and retained professionals, and any other amounts due hereunder.

  

  

  No provision of this Indenture will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
    Holder any plan of reorganization, arrangement, adjustment, or composition affecting the Subordinated Notes or the rights of any Holder or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, the Trustee may vote on
    behalf of the Holders for the election of a trustee in bankruptcy or similar official and may be a member of a creditors or other similar committee.

  
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            	Section 4.04	
              Trustee May Enforce Claims Without Possession of Subordinated Notes.

            


    

  

  

  

  All rights of action and claims under this Indenture or the Subordinated Notes may be prosecuted and enforced by the Trustee without the
    possession of any of the Subordinated Notes or the production of such Subordinated Notes in any related proceeding, and any such proceeding instituted by the Trustee will be brought in its own name as trustee of an express trust, and any recovery of
    judgment will, after provision for the payment of the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents, and retained professionals, be for the ratable benefit of the Holders in respect of which such judgment has
    been recovered.

  

  

  
    
      	

            	Section 4.05	
              Application of Money Collected.

            


    

  

  

  

  Any money collected by the Trustee in accordance with this Article IV or, after an Event of Default, any money or other property
    distributable in respect of the Company’s obligations under this Indenture will be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any interest, upon
    presentation of the Subordinated Notes and the notation on such Subordinated Notes of the payment if only partially paid and upon surrender of such Subordinated Notes if fully paid:

  

  

  FIRST: To the payment of all amounts due the Trustee (including the payment of the Trustee’s agents, accountants, consultants, counsel,
    and other experts employed by it in the exercise and performance of its powers and duties as Trustee), acting in any capacity hereunder (including any predecessor trustee), under Section 5.07;

  

  

  SECOND: To the payment of amounts then due and unpaid to the holders of Senior Indebtedness, to the extent required under the
    Subordination Provisions established with respect to the Subordinated Notes;

  

  

  THIRD: To the payment of the amounts then due and unpaid for principal of and any interest on the Subordinated Notes in respect of which
    or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Subordinated Notes for principal and interest, respectively; and

  

  

  FOURTH: The balance, if any, to the Person or Persons entitled thereto.

  

  

  
    
      	

            	Section 4.06	
              Limitation on Suits.

            


    

  

  

  

  No Holder of any Subordinated Note will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture
    or any Subordinated Notes, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless:

  

  

  (1)          such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Subordinated Notes;

  
    41

    
      


  

  (2)          the Holders of not less than 30% in aggregate principal amount of the Outstanding Subordinated Notes
      shall have made written request to the Trustee to institute proceedings in respect of
        such Event of Default in its own name as trustee under this Indenture;

  

  

  (3)          such Holder or Holders have offered to the Trustee security and indemnity reasonably satisfactory to the Trustee to bond against the costs, expenses, and liabilities to be incurred in
        compliance with such request;

  

  

  (4)          the Trustee for 60 days after its receipt of such notice, request, and offer of indemnity has failed to
        institute any such proceeding; and

  

  

  (5)          no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding
      Subordinated Notes;

  

  

  it being understood and intended that no one or more of such Holders will have any right in any manner whatever by virtue of, or by availing of, any
    provision of this Indenture to affect, disturb, or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the
    manner provided in this Indenture and for the equal and ratable benefit of all of such Holders.

  

  

  
    
      	

            	Section 4.07	
              Unconditional Right of Holders to Payments.

            


    

  

  

  

  Notwithstanding any other provision in this Indenture, the Holder of any Subordinated Note will have the right, which is absolute and
    unconditional, to receive payment of the principal of and (subject to Section 2.07 and Section 2.10) any interest on such Subordinated Note on the respective Stated Maturity or Maturities expressed in such Subordinated Note (or, in the case of redemption, on the Redemption Date), and to institute suit for the
    enforcement of any such payment, and such rights will not be impaired without the consent of such Holder.

  

  

  
    
      	

            	Section 4.08	
              Restoration of Rights and Remedies.

            


    

  

  

  

  If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has
    been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee, and the Holders will be restored
    severally and respectively to their former positions under this Indenture, and thereafter all rights and remedies of the Trustee and the Holders will continue as though no such proceeding had been instituted.

  

  

  
    
      	

            	Section 4.09	
              Rights and Remedies Cumulative.

            


    

  

  

  

  Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Subordinated Notes in the
    last paragraph of Section 2.09, no right or remedy conferred in this Indenture upon or reserved to the Trustee or to the Holders is intended to be exclusive of
    any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under this Indenture or now or in the future existing at law or in equity or otherwise. The
    assertion or employment of any right or remedy under this Indenture, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy.

  
    42

    
      


  

  
    
      	

            	Section 4.10	
              Delay or Omission Not Waiver.

            


    

  

  

  

  No delay or omission of the Trustee or of any Holder of any Subordinated Notes to exercise any right or remedy accruing upon any Event of
    Default will impair any such right or remedy or constitute a waiver of or acquiescence in any such Event of Default. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
    often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

  

  

  
    
      	

            	Section 4.11	
              Control by Holders.

            


    

  

  

  

  The Holders of a majority in aggregate principal amount of the Outstanding Subordinated Notes will have the right to direct the time,
    method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Subordinated Notes, provided that:

  

  

  (1)          such direction will not violate any rule of law or this Indenture or the Subordinated Notes;

  

  

  (2)          the Trustee may take any other action deemed proper by the Trustee in its discretion which is not inconsistent with such direction; and

  

  

  (3)          the Trustee will have the right to decline to follow any such direction if the Trustee in good faith determines that the proceeding so directed would involve the Trustee in
        personal liability.

  

  

  
    
      	

            	Section 4.12	
              Waiver of Past Defaults.

            


    

  

  

  

  The Holders of a majority in aggregate principal amount of the Outstanding Subordinated Notes may on behalf of the Holders of all the
    Subordinated Notes waive any past default under this Indenture and its consequences, except a default in the payment of the principal of, or interest on, any Subordinated Note, or in respect of a covenant or provision of this Indenture which under
    Article VIII cannot be modified or amended without the consent of the Holder of each Outstanding Subordinated Note.

  

  

  Upon any such waiver, such default will cease to exist, and any Event of Default arising from such default will be deemed to have been
    cured, for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or impair any consequent right.

  

  

  
    
      	

            	Section 4.13	
              Undertaking for Costs.

            


    

  

  

  

  All parties to this Indenture agree, and each Holder of any Subordinated Notes by his or her acceptance of such Subordinated Notes will be
    deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered, or omitted by it as Trustee, the filing
    by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in such suit, having
    due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 4.13 will not apply to any
    suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Subordinated Notes, or to any suit
    instituted by any Holder for the enforcement of the payment of the principal of or interest, if any, on any Subordinated Notes on or after the Stated Maturity or Maturities expressed in such Subordinated Notes (or, in the case of redemption, on or
    after the Redemption Date).

  
    43

    
      


  

  ARTICLE V

  THE TRUSTEE

  

  

  
    
      	

            	Section 5.01	
              Duties of Trustee.

            


    

  

  

  

  (1)          If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it hereby, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

  

  

  (2)          Except during the continuance of an Event of Default:

  

  

  (a)          the duties of the Trustee will be determined solely by the express provisions hereof and the Trustee need perform only those duties that are specifically set forth herein
      and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and

  

  

  (b)          in the absence of bad faith, gross negligence, or willful misconduct on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee
      and conforming to the requirements hereof; however, the Trustee will examine the certificates and opinions to determine whether or not they conform on their face to the requirements hereof (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

  

  

  (3)          Whether or not therein expressly so provided, every provision hereof that in any way relates to the Trustee is subject to paragraphs (1) and (2) of this Section
          5.01 and to Section 5.02.

  

  

  (4)          No provision hereof will require the Trustee to expend or risk its own funds or incur any
        liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holder, unless such Holder has offered to the Trustee security and indemnity reasonably satisfactory to it against any loss, liability, or expense.

  

  

  (5)          The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

  
    44

    
      


  

  
    
      	

            	Section 5.02	
              Certain Rights of Trustee.

            


    

  

  

  

  Subject to Section 315(a) through Section 315(d) of the Trust Indenture Act:

  

  

  (1)          the Trustee may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
        direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

  

  

  (2)          any request or direction of the Company mentioned herein will be sufficiently evidenced by a Company Request or a Company Order (unless other evidence in respect thereof is herein specifically prescribed) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

  

  

  (3)          whenever in the administration of this Indenture the Trustee deems it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Trustee (unless other evidence will be herein specifically prescribed) may, in the absence of bad faith, gross negligence, or willful misconduct on its part, rely upon an Officers’ Certificate or Opinion of Counsel, or both, which complies with Section 1.02;

  

  

  (4)          before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. The Trustee may act through its attorneys and agents and will not
        be responsible for the conduct of any attorney or agent appointed with due care;

  

  

  (5)          the Trustee will be under no obligation to exercise any of the rights or powers vested in it by or under this Indenture at the request or direction of any Holder(s) under
        this Indenture, unless such Holder(s) shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses, and liabilities that might be incurred by it in compliance with such
        request or direction;

  

  

  (6)          the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, or
      other paper or document, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it reasonably may see fit, and, if the Trustee determines to make such further
        inquiry or investigation, it will be entitled to examine, during business
        hours and upon reasonable notice, the books, records, and premises of the Company, personally or by agent, accountant, or attorney, at the sole cost of the Company and will incur no liability or additional liability of any
        kind by reason of such inquiry or investigation;

  
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  (7)          the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
        directly or by or through agents or attorneys, and the Trustee will not be responsible for the conduct of any agent or attorney appointed with due care by it hereunder;

  

  

  (8)          the Trustee will not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Indenture;

  

  

  (9)          in no event will the Trustee be responsible or liable for special, indirect, punitive, or consequential
        loss or damage of any kind whatsoever (including, but not limited to, loss of
        profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

  

  

  (10)          the Trustee will not be required to take notice or be deemed to have notice of any default or Event of Default, except failure by the Company to pay or cause to be made any of the payments required to be made to the Trustee, unless a Responsible Officer shall receive written notice of such default or Event of Default from the Company or from the Holders of at least 30% in aggregate principal amount of the then Outstanding Subordinated Notes delivered to the Corporate Trust Office
        of the Trustee, and in the absence of such notice so delivered the Trustee may
        conclusively assume no default or Event of Default exists;

  

  

  (11)          the rights, privileges, protections, immunities, and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified for all costs (including those of its
        retained professionals), are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian, and other Person employed or appointed to act hereunder;

  

  

  (12)          the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions
        under this Indenture;

  

  

  (13)          the Trustee shall have no
      responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture and shall not be bound to make any investigation into (i) the occurrence of any default or (ii) the validity, enforceability, effectiveness, or
      genuineness of this Indenture or any other agreement, instrument, or document;

  

  

  (14)          the Trustee shall not be liable or responsible for any calculation in connection with the transactions contemplated hereunder or for any information used in connection with any such calculation; and

  

  

  (15)          the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

  

  

  
    
      	

            	Section 5.03	
              Notice of Defaults.

            


    

  

  

  

  Within 90 days after a Responsible Officer is notified of the occurrence of any default or Event of Default as provided in Section 5.02(10), the Trustee will deliver to all Holders entitled to receive reports in accordance with Section 6.03(4) notice of such default hereunder, unless such default shall have been cured or waived; provided,
    however, that, except in the case of a default in the payment of the principal of or interest, if any, on any Subordinated Note, the Trustee will be
    protected in withholding such notice if and so long as the Board of Directors of the Trustee or a Responsible Officer in good faith determines that the withholding of such notice is in the best interest of the Holders. For the purpose of this Section,
    the term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default with respect to Subordinated Notes.

  
    46

    
      


  

  
    
      	

            	Section 5.04	
              Not Responsible for Recitals or Issuance of Subordinated
                    Notes.

            


    

  

  

  

  The recitals contained herein and in the Subordinated Notes, except the Trustee’s certificate of authentication, will be taken as the
    statements of the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Subordinated Notes,
    except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Subordinated Notes, and perform its obligations hereunder and that the statements made by it in any Statement of Eligibility on Form
    T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent will be accountable for the use or application by the Company of the Subordinated Notes or the proceeds
    thereof or any money paid to the Company or upon the Company’s direction under any provision of this Indenture. The Trustee will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will
    not be responsible for any statement herein or in the Subordinated Notes or any other document in connection with the sale of the Subordinated Notes or under this Indenture other than its certificate of authentication.

  

  

  
    
      	

            	Section 5.05	
              May Hold Subordinated Notes.

            


    

  

  

  

  The Trustee, any Authenticating Agent, any Paying Agent, any Registrar, or any other Person that may be an agent of the Trustee or the
    Company, in its individual or any other capacity, may become the owner or pledgee of Subordinated Notes and, subject to Section 310(b) and Section 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights that it would
    have if it were not Trustee, Authenticating Agent, Paying Agent, Registrar, or such other Person.

  

  

  The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the
    Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated.

  

  

  
    
      	

            	Section 5.06	
              Money Held in Trust.

            


    

  

  

  

  Except as provided in Section 3.02(5), Section 3.03, and Section 9.03, money held by the Trustee in trust
    hereunder need not be segregated from other funds except to the extent required by law and will be held uninvested. The Trustee will be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the
    Company.

  
    47

    
      


  

  
    
      	

            	Section 5.07	
              Compensation and Reimbursement.

            


    

  

  

  

  The Company agrees:

  

  

  (1)          to pay to the Trustee from time to time compensation for all services rendered by the Trustee acting in any capacity hereunder (which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as
        further detailed in the fee letter provided by the Trustee to the Company;

  

  

  (2)          except as otherwise expressly provided herein, to reimburse the Trustee promptly upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee
      in accordance with any provision of this Indenture (including the reasonable compensation, expenses, and disbursements of the Trustee’s agents,
        accountants, consultants, counsel, and other experts employed by it in the exercise and performance of its powers and duties as Trustee), except any such expense,
        disbursement, or advance attributable to the Trustee’s bad faith, gross
        negligence, or willful misconduct; and

  

  

  (3)          to indemnify, defend, and hold harmless each of the Trustee, acting in any capacity, or any predecessor Trustee and their agents, accountants, consultants, counsel, and other
        experts employed by it in the exercise and performance of its powers and duties as Trustee from and against any and all losses, liabilities, damages, costs, or
      expenses suffered or incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and defending itself against any claim (whether asserted by the Company, any Holder, or any other Person) or liability in connection with the exercise or performance
        of any of its powers or duties hereunder, except to the extent any such loss,
        liability, damage, cost, or expense may be attributable to its bad faith, gross negligence, or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.  The Trustee will notify the Company
      promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so
        notify the Company will not relieve the Company of its obligations hereunder.  The Company will defend any such claim and the Trustee will cooperate in the defense thereof.  No such claim may be settled without the Company’s prior written consent, which consent will not be unreasonably withheld.

  

  

  As security for the performance of the obligations of the Company under this Section, the Trustee will have a lien prior to the
    Subordinated Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, or interest on, Subordinated Notes. Such lien will survive the satisfaction and discharge hereof.

  

  

  Any compensation or expense incurred by the Trustee after a default specified by Section 4.01 is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 5.07 will include any predecessor Trustee, but the negligence or bad faith of any Trustee will not affect the rights of any other Trustee under this Section 5.07. The provisions of this Section 5.07 will, to the extent permitted by law, survive the satisfaction and
    discharge of, and any termination of, this Indenture (including, without limitation, termination in accordance with any Bankruptcy Laws) and the resignation or removal of the Trustee.

  
    48

    
      


  

  
    
      	

            	Section 5.08	
              Corporate Trustee Required; Eligibility.

            


    

  

  

  

  (1)          There will at all times be a Trustee hereunder that is a corporation, organized and doing business under the laws of the United States, any state thereof, or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the Trust
      Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 and is subject to supervision or examination by federal or state authority. The Trustee will also satisfy the requirements of Section 310(a)(5) of the
        Trust Indenture Act. If at any time the Trustee ceases to be eligible in accordance with the provisions of this Section, it will resign immediately in the manner and with the effect hereinafter specified in this Article V.

  

  

  (2)          The Trustee will comply with Section 310(b) of the Trust Indenture Act; provided,
      however, that there will be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act this Indenture or any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

  

  

  
    
      	

            	Section 5.09	
              Resignation and Removal; Appointment of Successor.

            


    

  

  

  

  (1)          No resignation or removal of the Trustee and no appointment of a successor Trustee in accordance with this Article V will become effective until the acceptance of appointment by the successor Trustee in accordance with Section 5.10.

  

  

  (2)          The Trustee may resign at any time with respect to the Subordinated Notes by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee
      required by Section 5.10 is not delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, at the Company’s expense, petition any court of competent jurisdiction for the
        appointment of a successor Trustee.

  

  

  (3)          The Trustee may be removed at any time with respect to the Subordinated Notes by Act of the Holders of a majority in principal amount of the Outstanding Subordinated Notes, delivered to the Trustee and the Company.

  

  

  (4)          If at any time:

  

  

  (a)          the Trustee fails to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to Subordinated Notes after written request therefor by the
      Company or any Holder who has been a bona fide Holder for at least six months,

  

  

  (b)          the Trustee ceases to be eligible under Section 5.08 and fails to resign after written request
        therefor by the Company or any such Holder, or

  

  

  (c)          the Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent or a receiver of
        the Trustee or of its property is appointed or any public officer takes charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation, then, in any such case, (i) the Company, by or in accordance with a Board Resolution, may remove the Trustee with respect to the Subordinated Notes, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
        Trustee with respect to all Subordinated Notes and the appointment of a successor Trustee or Trustees.

  
    49

    
      


  

  (5)          If the Trustee resigns, is removed, or becomes incapable of acting, or if a vacancy occurs in the
        office of Trustee for any cause, with respect to the Subordinated Notes, the
      Company, by or in accordance with a Board Resolution, will promptly appoint a successor Trustee or Trustees with respect to the Subordinated Notes and will comply with the applicable requirements of Section 5.10. If, within one year after such resignation, removal, or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Subordinated Notes shall have been appointed by Act of the Holders of a majority in principal amount of the Outstanding Subordinated Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed will, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 5.10, become the successor Trustee with respect to the Subordinated Notes and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Subordinated Notes shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 5.10, any Holder who has been a bona
        fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment
        of a successor Trustee with respect to the Subordinated Notes.

  

  

  (6)          The Company will give notice of each resignation and each removal of the Trustee with respect to the Subordinated Notes and each appointment of a successor Trustee
      with respect to the Subordinated Notes by delivering written notice of such event by
        first-class mail, postage prepaid, to the Holders as their names and addresses appear in the Subordinated Note Register. Each notice will include the name of the successor Trustee with respect to the Subordinated Notes and the address of its Corporate Trust Office.

  

  

  
    
      	

            	Section 5.10	
              Acceptance of Appointment by Successor.

            


    

  

  

  

  (1)          Upon the appointment hereunder of any successor Trustee with respect to all Subordinated Notes, such successor Trustee so appointed will execute, acknowledge, and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee will become effective and such successor Trustee, without any further act, deed, or conveyance, will become vested with all the rights, powers, trusts, and duties hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring Trustee, upon payment of
        its charges, will execute and deliver an instrument transferring to such successor Trustee all the rights, powers, and trusts of the retiring Trustee and, subject to Section 9.03, will duly assign, transfer, and deliver to
        such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 5.07.

  

  

  (2)          Upon the appointment hereunder of any successor Trustee with respect to the Subordinated Notes, the Company, the retiring Trustee, and such successor Trustee will execute and
        deliver an indenture supplemental hereto wherein each successor Trustee will accept
        such appointment and which (i) will contain such provisions as will be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee
      all the rights, powers, trusts, and duties of the retiring Trustee with respect to the
      Subordinated Notes, (ii) if the retiring Trustee is not retiring with respect to
        all Subordinated Notes, will contain such provisions as will be deemed necessary or desirable to confirm that all the rights, powers, trusts, and duties
        of the retiring Trustee with respect to the Subordinated Notes will continue
        to be vested in the retiring Trustee, and (iii) will add to or change any of the provisions of this Indenture as necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture will constitute such Trustees co-trustees of the same trust, that each such Trustee will
      be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
      hereunder administered by any other such Trustee, and that no Trustee
      will be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee will become effective to the extent provided therein, such retiring Trustee will have no further responsibility
        for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Subordinated Notes other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed, or conveyance, will become vested with all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Subordinated Notes; but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Subordinated Notes and subject to Section 9.03 will duly assign, transfer, and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Subordinated
      Notes, subject to its claim, if any, provided for in Section 5.07.

  
    50

    
      


  

  (3)          Upon the reasonable request of any Person appointed hereunder as a successor Trustee, the Company will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers, and
        trusts referred to in paragraph (1) or (2) of this Section, as the case may be.

  

  

  (4)          No Person will accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person will be qualified and eligible under this Article. No resigning or removed Trustee shall have any liability or responsibility for the action or inaction of any successor Trustee.

  

  

  
    
      	

            	Section 5.11	
              Merger, Conversion, Consolidation, or Succession to Business.

            


    

  

  

  

  Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from
    any merger, conversion, or consolidation to which the Trustee will be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, will be the successor of the Trustee hereunder (provided that such
    corporation is otherwise qualified and eligible under this Article), without the execution or filing of any paper or any further act on the part of any of the parties hereto. In the event any Subordinated Notes have been authenticated but not delivered
    by the Trustee then in office, any such successor to such authenticating Trustee may adopt such authentication and deliver the Subordinated Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such
    Subordinated Notes. In the event any Subordinated Notes have not been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Subordinated Notes in either its own name or that of its predecessor Trustee.

  
    51

    
      


  

  
    
      	

            	Section 5.12	
              Appointment of Authenticating Agent.

            


    

  

  

  

  The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to the Subordinated Notes which will be
    authorized to act on behalf of the Trustee to authenticate Subordinated Notes issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, or in accordance with Section 2.09, and Subordinated Notes so authenticated will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
    Wherever reference is made in this Indenture to the authentication and delivery of Subordinated Notes by the Trustee or the Trustee’s certificate of authentication, such reference will be deemed to include authentication and delivery on behalf of the
    Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.

  

  

  Each Authenticating Agent will be acceptable to the Company and, except as provided in or under this Indenture, will at all times be a
    corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent, and has a combined
    capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 and is subject to supervision or examination by federal or state authority. If at any time an Authenticating Agent ceases to be
    eligible in accordance with the provisions of this Section, it will resign immediately in the manner and with the effect specified in this Section.

  

  

  Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
    resulting from any merger, conversion, or consolidation to which such Authenticating Agent will be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, will
    be the successor of such Authenticating Agent hereunder, provided such corporation will be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

  

  

  An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any
    time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent
    ceases to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that is acceptable to the Company and will deliver written notice of such appointment by first-class mail, postage
    prepaid, to all Holders with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Subordinated Note Register. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, will become
    vested with all the rights, powers, and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of this Section 5.12.

  
    52

    
      


  

  The Company agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the
    Trustee makes such payments, it will be entitled to be reimbursed for such payments, subject to the provisions of Section 5.07.

  

  

  The provisions of Section 2.11, Section 5.04, and Section 5.05 will be applicable to each Authenticating
    Agent.

   

  

  If an Authenticating Agent is appointed under this Section, the Subordinated Notes may have endorsed thereon, in addition to or in lieu of
    the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form:

  

  

  This is one of the Subordinated Notes of the series designated herein referred to in the within-mentioned Indenture.

  

  

  	 	
          UMB Bank, N.A., as Trustee

        
	 	
          By:

        	
          [●], Authenticating Agent

        
	 	
          By:

        	 
	 	
          Name:

        	
          [●]

        
	 	
          Title:

        	
          [●]

        


  

  

  
    
      	

            	Section 5.13	
              Preferred Collection of Claims against Company.

            


    

  

  

  

  If and when the Trustee is or becomes a creditor of the Company (or any other obligor upon the Subordinated Notes), the Trustee will be
    subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

  

  

  ARTICLE VI

  HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

  

  

  
    
      	

            	Section 6.01	
              Holder Lists.

            


    

  

  

  

  The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and
    addresses of the Holders. If the Trustee is not the Registrar, the Company will cause to be furnished to the Trustee (i) at least semiannually on January 1 and July 1 a listing of the Holders dated within 10 days of the date on which the list is
    furnished and (ii) at such other times as the Trustee may reasonably request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of the Holders.

  

  

  
    
      	

            	Section 6.02	
              Preservation of Information; Communications to Holders.

            


    

  

  

  

  The Trustee will comply with the obligations imposed upon it in accordance with Section 312 of the Trust Indenture Act.

  

  

  Every Holder of Subordinated Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company,
    the Trustee, any Paying Agent, nor any Registrar will be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Subordinated Notes in accordance with Section 312(c) of the Trust Indenture Act,
    regardless of the source from which such information was derived, and that the Trustee will not be held accountable by reason of delivering any material in accordance with a request made under Section 312(b) of the Trust Indenture Act.

  
    53

    
      


  

  
    
      	

            	Section 6.03	
              Reports by Trustee.

            


    

  

  

  

  (1)          Within 60 days after July 15 of each year commencing with the first July 15 following the date of this Indenture, if required by Section 313(a) of the Trust Indenture Act, the Trustee will transmit, in accordance with Section 313(c) of the Trust Indenture Act, a brief report dated as of such July 15 with respect to any of the
        events specified in said Section 313(a) and Section 313(b)(2) of the Trust
        Indenture Act that may have occurred since the later of the immediately preceding July 15 and the date of this Indenture.

  

  

  (2)          The Trustee will transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified therein.

  

  

  (3)          The Trustee shall comply with Section 313(b) and Section 313(c) of the Trust Indenture Act.

  

  

  (4)          Reports under this Section will be transmitted in the manner and to the Persons required by Section 313(c) and Section 313(d) of the Trust Indenture Act.

  

  

  
    
      	

            	Section 6.04	
              Reports by Company.

            


    

  

  

  

  
    	
            (1)

          	
            The Company, in accordance with Section 314(a) of the Trust Indenture Act, will:

          


  

  

  

  (a)          file with the Trustee, within 30 days after the Company files the same with the Commission, copies of the annual reports and of the information, documents, and other reports (or
      copies of such portions of any of the foregoing as the Commission may from time to time
        by rules and regulations prescribe) that the Company is required to file with the Commission in accordance with Section 13 or Section 15(d) of the
      Exchange Act; or, if the Company is not required to file information, documents, or reports in accordance with either of said sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents, and reports that may be required in accordance with Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed
        from time to time in such rules and regulations;

  

  

  (b)          file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with
        respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

  
    54

    
      


  

  (c)          transmit to the Holders within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
        such summaries of any information, documents, and reports required to be filed by the Company in accordance with paragraphs (a) and (b) of this Section 6.04(1) as may be required by rules and regulations prescribed from time to time by the Commission. Delivery of any such reports, information and documents
        to the Trustee is for informational purposes only and the Trustee’s receipt
        of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

  

  

  (2)          The Company intends to file the reports referred to in Section 6.04(1) with the Commission in
        electronic form in accordance with Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval system. Compliance with the foregoing, or any successor electronic system approved by the Commission, will constitute delivery by the Company of such reports to the Trustee and Holders in compliance with the provision of Section 6.04(1) and Trust
      Indenture Act Section 314(a). Notwithstanding anything to the contrary herein, the Trustee
      will have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental, or otherwise. Delivery of reports,
        information, and documents to the Trustee in accordance with this Section
          6.04(2) will be solely for the purposes of compliance with Section
          6.04(1) and with Trust Indenture Act Section 314(a). The Trustee’s receipt of such reports, information, and documents (whether or not filed in electronic
        form) is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no liability or responsibility for the filing, content, or timelines of any report hereunder aside from any report transmitted under Section 6.03 hereof.

  

  

  ARTICLE VII

  SUCCESSORS

  

  

  
    
      	

            	Section 7.01	
              Merger, Consolidation, or Sale of All or Substantially All Assets.

            


    

  

  

  

  The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign,
    transfer, lease, or otherwise convey all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any Person, unless:

  

  

  (1)          either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed by such consolidation or into
        which the Company is merged or which acquires by sale, assignment,
      transfer, lease, or other conveyance all or substantially all the properties and
        assets of the Company will be a corporation organized and existing under the laws of the United States, any state thereof, or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time
        there is more than one Trustee) supplemental hereto executed by such successor corporation and delivered to the Trustee in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on,
        all the Outstanding Subordinated Notes and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed;

  
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  (2)          immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have
        occurred and be continuing; and

  

  

  (3)          either the Company or the successor Person shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, or other conveyance and, if a supplemental indenture
      is required in connection with such transaction, such supplemental indenture comply
        with this Article VII and that all conditions precedent herein provided for
        relating to such transaction have been complied with.

  

  

  For purposes of the foregoing, any sale, assignment, transfer, lease, or other conveyance of all or any of the properties and assets of
    one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly owned by the Company, would constitute all or substantially all of the properties and assets of the Company
    and its Subsidiaries taken as a whole, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole.

  

  

  
    
      	

            	Section 7.02	
              Successor Person Substituted for Company.

            


    

  

  

  

  Upon any consolidation by the Company with or merger of the Company into any other Person or any sale, assignment, transfer, lease, or
    conveyance of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any Person in accordance with Section 7.01,
    the successor Person formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease, or other conveyance is made will succeed to, and be substituted for, and may exercise every right and power of,
    the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and, thereafter, except in the case of a lease, the predecessor Person will be released from all obligations and covenants under
    this Indenture and the Subordinated Notes.

  

  

  ARTICLE VIII

  SUPPLEMENTAL INDENTURES

  

  

  
    
      	

            	Section 8.01	
              Supplemental Indentures without Consent of Holders.

            


    

  

  

  

  Without the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and
    the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:

  
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  (1)          to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;

  

  

  (2)          to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein
      conferred upon the Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture or indentures);

  

  

  (3)          to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely affect the interests of the Holders;

  

  

  (4)          to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;

  

  

  (5)          to cure any ambiguity or to correct or supplement any provision herein that may be defective or that
        may be inconsistent with any other provision herein;

  

  

  (6)          to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests of the Holders of then Outstanding
      Subordinated Notes in any material respect;

  

  

  (7)          to add any additional Events of Default (as will be specified in such supplemental indenture or indentures);

  

  

  (8)          to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance, and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any Holder
      in any material respect;

  

  

  (9)          to provide for the issuance of Exchange Notes;

  

  

  (10)          to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or

  

  

  (11)          to make any change that does not adversely affect in any material respect the legal rights under this Indenture of any Holder.

  

  

  
    
      	

            	Section 8.02	
              Supplemental Indentures with Consent of Holders.

            


    

  

  

  

  With the consent of the Holders of a majority in principal amount of the Outstanding Subordinated Notes, by Act of said Holders delivered
    to the Company and the Trustee, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any
    manner or eliminating any of the provisions of this Indenture or of the Subordinated Notes or modifying in any manner the rights of the Holders under this Indenture; provided that no such supplemental indenture, without the consent of the Holder of
    each Outstanding Subordinated Note affected thereby, will:

  
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  (1)          reduce the rate of or change the time for payment of interest, including Defaulted Interest, on any Subordinated Notes;

  

  

  (2)          reduce the principal of or change the Stated Maturity of any Subordinated Notes, or change the
        date on which any Subordinated Notes may be subject to redemption or reduce
        the Redemption Price therefor;

  

  

  (3)          make any Subordinated Note payable in money other than Dollars;

  

  

  (4)          make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Subordinated Note on or after the due date thereof or to bring suit to enforce such payment;

  

  

  (5)          reduce the percentage in principal amount of the Outstanding Subordinated Notes, the consent of whose Holders
      is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture
      or certain defaults hereunder and their consequences) provided for in Section 4.12 or Section 9.06 of this Indenture; or

  

  

  (6)          modify any of the provisions of this Section 8.02, Section 4.12, or Section 9.06, except to increase any such percentage or to provide that certain other provisions of
        this Indenture cannot be modified or waived without the consent of the Holder
      of each Outstanding Subordinated Note affected thereby.

  

  

  It will not be necessary for any Act of Holders under this Section
        8.02 to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such Act will approve the substance thereof.

  

  

  
    
      	

            	Section 8.03	
              Execution of Supplemental Indentures.

            


    

  

  

  

  As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article VIII or
    the modifications thereby of the trust created by this Indenture, the Trustee will be entitled to receive, and (subject to Section 5.01) will be fully protected
    in relying upon, an Officers’ Certificate and an Opinion of Counsel to the effect that the execution of such supplemental indenture is authorized or permitted by this Indenture, that such supplemental indenture has been duly authorized, executed, and
    delivered by, and is a valid, binding, and enforceable obligation of, the Company, subject to customary exceptions, and that, to the extent applicable pursuant to Section
        8.01, such supplemental indenture does not adversely affect the interests of, or the legal rights under this Indenture of, the Holders in any material respect. The Trustee may, but will not be obligated to, enter into any such
    supplemental indenture which affects the Trustee’s own rights, duties, or immunities under this Indenture or otherwise.

  
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            	Section 8.04	
              Effect of Supplemental Indentures.

            


    

  

  

  

  Upon the execution of any supplemental indenture under this Article VIII, this Indenture will be modified in accordance therewith, and
    such supplemental indenture will form a part of this Indenture for all purposes, and every Subordinated Note theretofore or thereafter authenticated and delivered hereunder.

  

  

  
    
      	

            	Section 8.05	
              Reference in Subordinated Notes to Supplemental Indentures.

            


    

  

  

  

  Subordinated Notes authenticated and delivered after the execution of any supplemental indenture in accordance with this Article VIII may,
    and will if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture. If the Company will so determine, new Subordinated Notes so modified as to conform, in the opinion of the
    Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Subordinated Notes.

  

  

  
    
      	

            	Section 8.06	
              Effect on Senior Indebtedness.

            


    

  

  

  

  No supplemental indenture will directly or indirectly modify or eliminate the Subordination Provisions or the definition of “Senior
    Indebtedness” applicable with respect to the Subordinated Notes in any manner that might terminate or impair the subordination of such Subordinated Notes to the Senior Indebtedness without the prior written consent of each of the holders of the Senior
    Indebtedness.

  

  

  
    
      	

            	Section 8.07	
              Conformity with Trust Indenture Act.

            


    

  

  

  

  Every supplemental indenture executed in accordance with this Article VIII will conform to the requirements of the Trust Indenture Act as
    then in effect.

  

  

  ARTICLE IX

  COVENANTS

  

  

  
    
      	

            	Section 9.01	
              Payment of Principal and Interest.

            


    

  

  

  

  The Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of, and interest on,
    the Subordinated Notes, in accordance with the terms thereof and this Indenture. Principal and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m., Eastern
    Time, on any Interest Payment Date, an amount in immediately available funds provided by the Company that is designated for and sufficient to pay all principal and interest then due. The Company will pay all Additional Interest, if any, on the dates
    and in the amounts set forth in the Registration Rights Agreement.

  

  

  If Additional Interest is payable by the Company in accordance with the Registration Rights Agreement, the Company will deliver to the
    Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer receives such a certificate or instruction or
    direction from the Holders in accordance with the terms of this Indenture, the Trustee may assume without inquiry that no Additional Interest is payable. The foregoing will not prejudice the rights of the Holders with respect to their entitlement to
    Additional Interest as otherwise set forth in this Indenture or the Registration Rights Agreement and pursuing any action against the Company directly or otherwise directing the Trustee to take such action in accordance with the terms of this Indenture
    or the Registration Rights Agreement. If the Company has paid Additional Interest directly to persons entitled to it, the Company will deliver to the Trustee a certificate setting forth the particulars of such payment.

  
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            	Section 9.02	
              Maintenance of Office.

            


    

  

  

  

  The Company will maintain an office or agency in the contiguous United States (which may be an office of the Trustee or an Affiliate of
    the Trustee or Registrar) where Subordinated Notes may be presented and surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Subordinated Notes and this Indenture may be served.
    The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain such required office or agency or fails to furnish the Trustee with the
    address thereof, such presentations, surrenders, notices, and demands may be made or served at the Corporate Trust Office of the Trustee.

  

  

  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 contiguous
    United States. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

  

  

  The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with
    this Section 9.02; provided, however, that no service of legal process on the Company may be made at any office of the Trustee.

  

  

  
    
      	

            	Section 9.03	
              Money for Subordinated Notes Payments to Be Held in Trust.

            


    

  

  

  

  If the Company will at any time act as its own Paying Agent, it will, on or before each due date of the principal of, or interest on, any
    of the Subordinated Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in Dollars sufficient to pay the principal and interest, as the case may be, so becoming due until such sums are paid to such Persons or
    otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

  

  

  Whenever the Company will have one or more Paying Agents, it will, on or prior to each due date of the principal of, or interest on, any
    Subordinated Notes, deposit with any Paying Agent a sum in Dollars sufficient to pay the principal and interest, as the case may be, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying
    Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

  
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  The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
    Agent will agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

  

  

  (1)          hold all sums held by it for the payment of the principal of, or interest on, the Subordinated Notes
      in trust for the benefit of the Persons entitled thereto until such sums are paid to such Persons or otherwise disposed of as provided in or under this Indenture;

  

  

  (2)          give the Trustee notice of any default by the Company in the making of any payment of principal of, or interest on, the Subordinated Notes; and

  

  

  (3)          at any time during the continuance of any such default, upon the written request of the Trustee, pay to the Trustee all sums so held in trust by such Paying Agent.

  

  

  The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay,
    or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying
    Agent, and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sums.

  

  

  Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, or
    interest on, any Subordinated Note and remaining unclaimed for one year after such principal or interest will have become due and payable will be paid to the Company upon a Company Request, or (if then held by the Company) will be discharged from such
    trust, and the Holder of such Subordinated Note will thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
    of the Company as trustee thereof, will thereupon cease.

  

  

  
    
      	

            	Section 9.04	
              Corporate Existence.

            


    

  

  

  

  Subject to Article VII, the Company will do or cause to be done such things as are reasonably necessary to preserve and keep in full force
    and effect (i) the corporate existence of the Company, (ii) the existence (corporate or otherwise) of each Significant Subsidiary, and (iii) the rights (charter and statutory), licenses, and franchises of the Company and each of its Significant
    Subsidiaries, including without limitation the Company’s status as a bank holding company or financial holding company under the Bank Holding Company Act of 1956, as amended, and the Bank’s status as an “insured depository institution” under Section
    3(c)(2) of the Federal Deposit Insurance Act, as amended; provided, however, that the Company will not be required to preserve the existence (corporate or other) of any of its Significant Subsidiaries or any such right, license, or franchise of the
    Company or any of its Significant 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 Significant Subsidiaries taken as a whole and
    that the loss thereof will not be disadvantageous in any material respect to the Holders. Subject to Article VII, the Company shall not take any action, omit to take any action, or enter into any transaction that would have the effect of the Company
    owning less than one hundred percent (100%) of the capital stock of Reliant Bank.

  
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            	Section 9.05	
              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, in each case except (i) in such amounts as permitted by applicable regulations and only upon receipt of any required regulatory approval and (ii) for dividends payable solely in shares of common stock of the Company.

    

  

  
    
      	

            	Section 9.06	
              Waiver of Certain Covenants.

            


    

  

  

  

  The Company may omit in any particular instance to comply with any term, provision, or condition set forth in Section 9.02 to Section 9.05, inclusive, with respect to the Subordinated Notes if before
    the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Subordinated Notes, by Act of such Holders, 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 and the duties of the
    Trustee in respect of any such term, provision, or condition will remain in full force and effect.

  

  

  
    
      	

            	Section 9.07	
              Company Statement as to Compliance.

            


    

  

  

  

  The Company will deliver to the Trustee, within 120 days after the end of each fiscal year during which the Subordinated Notes are
    outstanding, an Officers’ Certificate covering the preceding calendar year, stating whether or not, to the best of the knowledge of the Company Officers executing the same, the Company is in default in the performance and observance of any of the
    terms, provisions, and conditions of this Indenture (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

  

  

  
    
      	

            	Section 9.08	
              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, the Company will immediately notify the Trustee and the Holders thereof, and thereafter the Company and the Holders will
    work together in good faith, subject to the terms of this Indenture, to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes so that the
    Subordinated Notes qualify as Tier 2 Capital and the Company shall request, subject to the terms of this Indenture, that the Trustee execute and deliver all such agreements as may be reasonably necessary in order to effect any restructuring agreed to
    by the Company and the Holders; provided, however,
    that nothing contained in this Section 9.08 shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event
    pursuant to Section 10.01(3) hereof.

  
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  ARTICLE X

  REDEMPTION OF SECURITIES

  

  

  
    
      	

            	Section 10.01	
              Applicability of Article.

            


    

  

  

  

  (1)          Except as provided in this Section 10.01, the Subordinated Notes are not subject to redemption at the option of the Company. The Subordinated Notes are not subject to redemption at the option of the Holders.

  

  

  (2)          Subject to the receipt of any required regulatory approvals, including approval of the Federal
      Reserve Board to the extent such approval is then required under the capital adequacy guidelines of the Federal Reserve Board, the Company may, at its option, on any Interest Payment Date on or after December 15, 2024, redeem all or
      a portion of the Outstanding Subordinated Notes.

  

  

  (3)          Subject to the receipt of any required regulatory approvals, including approval of the Federal Reserve Board to the extent such approval is then required under the capital adequacy guidelines of
        the Federal Reserve Board, the Company may, at its option, redeem all, but not a portion of, the Outstanding Subordinated Notes at any time upon an Investment Company Event, a Tax Event, or a Tier 2 Capital Event.

   

      

  (4)          The Redemption Price with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of the Subordinated Notes to be redeemed, plus
        accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the Redemption Date.

  

  

  
    
      	

            	Section 10.02	
              Election to Redeem; Notice to Trustee.

            


    

  

  

  

  The election of the Company to redeem any Subordinated Notes will be evidenced by a Company Order. In case of any redemption of less than
    all of the Outstanding Subordinated Notes, the Company will, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice will be satisfactory to the Trustee, but in any event not less than 45 days prior to the Redemption
    Date), notify the Trustee of such Redemption Date and of the principal amount of Outstanding Subordinated Notes to be redeemed.

  

  

  In the case of any redemption of Subordinated Notes (i) prior to the expiration of any restriction on such redemption provided in the
    terms of such Subordinated Notes or in this Indenture or (ii) in accordance with an election of the Company that is subject to a condition specified in the terms of such Subordinated Notes or in this Indenture, the Company will furnish to the Trustee
    an Officers’ Certificate evidencing compliance with such restriction or condition.

  

  

  
    
      	

            	Section 10.03	
              Selection by Trustee of Subordinated Notes to be Redeemed.

            


    

  

  

  

  If less than all of the Outstanding Subordinated Notes are to be redeemed, the Outstanding Subordinated Notes will be redeemed on a pro
    rata basis as to the Holders, and if the Outstanding Subordinated Notes are represented by Global Subordinated Notes held by the Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro Rata
    Pass-Through Distribution of Principal” basis in accordance with the procedures of the Depositary. In the event a pro rata redemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the
    Depositary, the Subordinated Notes to be redeemed will be selected by lot or such method as the Trustee shall deem fair and appropriate.

  
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  The Trustee will promptly notify the Company and the Registrar (if other than itself) in writing of the Subordinated Notes selected for
    redemption (if required) and, in the case of any Subordinated Notes to be partially redeemed, the principal amount thereof to be redeemed.

  

  

  For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Subordinated Notes
    will relate, in the case of any Subordinated Notes redeemed or to be redeemed only in part, to the portion of the principal of such Subordinated Notes which has been or is to be redeemed.

  

  

  
    
      	

            	Section 10.04	
              Notice of Redemption.

            


    

  

  

  

  Notice of redemption will be given in the manner provided in Section
        1.05, not less than 30 days nor more than 60 days prior to the Redemption Date to the Holders of Subordinated Notes to be redeemed. Failure to give notice by delivering notice in the manner herein provided to the Holder of any
    Subordinated Notes designated for redemption in whole or in part, or any defect in the notice to any such Holder, will not affect the validity of the proceedings for the redemption of any other Subordinated Notes or portions thereof.

  

  

  Any notice that is delivered to the Holder of any Subordinated Notes in the manner herein provided will be conclusively presumed to have
    been duly given, whether or not such Holder receives the notice.

  

  

  All notices of redemption will state:

  

  

  (1)          the Redemption Date;

  

  

  (2)          the Redemption Price;

   

      

  (3)          if less than all Outstanding Subordinated Notes are to be redeemed, the identification (and, in the case of
        partial redemption, the principal amount) of the particular Subordinated Note or Subordinated Notes to be redeemed;

  

  

  (4)          that, in case any Subordinated Note is to be redeemed in part only, on and after the Redemption Date, upon surrender of such Subordinated Note, the Holder of such Subordinated Note will receive, without charge, a new Subordinated Note or Subordinated Notes
      of authorized denominations for the principal amount of the surrendered Subordinated Note remaining unredeemed;

  

  

  (5)          that, on the Redemption Date, the Redemption Price will become due and payable upon each such Subordinated Note or portion thereof to be redeemed, together (if
        applicable) with accrued and unpaid interest and Additional Interest, if any, thereon (subject, if applicable, to the provisos to the first paragraph of Section
          10.06), and, if applicable, that interest thereon will cease to accrue
        on and after said date;

  
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  (6)          the place or places where such Subordinated Notes are to be surrendered for payment of the Redemption Price and any accrued interest pertaining thereto; and

  

  

  (7)          the section of this Indenture providing authority for such redemption.

  

  

  The notice of redemption shall include the CUSIP number reference numbers of such Subordinated Notes, if any (or any other numbers used by
    a Depositary to identify such Subordinated Notes).

  

  

  Notice of redemption of Subordinated Notes to be redeemed at the election of the Company will be given by the Company or, at the Company’s
    request delivered at least 10 days before the date such notice is to be given (unless a shorter period will be acceptable to the Trustee), by the Trustee in the name and at the expense of the Company.

  

  

  
    
      	

            	Section 10.05	
              Deposit of Redemption Price.

            


    

  

  

  

  On or prior to 11:00 a.m., Eastern Time, on any Redemption Date, the Company will deposit, with respect to the Subordinated Notes called
    for redemption in accordance with Section 10.04, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and
    hold in trust as provided in Section 9.03) an amount sufficient to pay the Redemption Price of, and (except if the Redemption Date will be an Interest Payment
    Date) any accrued interest on, all such Subordinated Notes or portions thereof which are to be redeemed on that date.

  

  

  
    
      	

            	Section 10.06	
              Subordinated Notes Payable on Redemption Date.

            


    

  

  

  

  Notice of redemption having been given as provided above, the Subordinated Notes so to be redeemed will, on the Redemption Date, become
    due and payable at the Redemption Price therein specified, together with accrued and unpaid interest and Additional Interest, if any, thereon, and from and after such date (unless the Company will default in the payment of the Redemption Price and
    accrued interest, if any) such Subordinated Notes will cease to bear interest. Upon surrender of any such Subordinated Note for redemption in accordance with said notice, such Subordinated Note will be paid by the Company at the Redemption Price,
    together with any accrued and unpaid interest and Additional Interest, if any, thereon to but excluding the Redemption Date; provided, however, that installments of interest on Subordinated Notes whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders
    of such Subordinated Notes registered as such on the Regular Record Dates therefor according to their terms and the provisions of Section 2.10.

  

  

  If any Subordinated Note called for redemption is not so paid upon surrender thereof for redemption, the principal, until paid, will bear
    interest from the Redemption Date at the rate prescribed therefor in the Subordinated Note or, if no rate is prescribed therefor in the Subordinated Note, at the rate of interest, if any, borne by such Subordinated Note.

  

  

  
    
      	

            	Section 10.07	
              Subordinated Notes Redeemed in Part.

            


    

  

  

  

  Any Subordinated Note which is to be redeemed only in part will be surrendered at any office or agency for such Subordinated Note (with,
    if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing) and the
    Company will execute and the Trustee will authenticate and deliver to the Holder of such Subordinated Note, without service charge, a new Subordinated Note or Subordinated Notes, containing identical terms and provisions, of any authorized denomination
    as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Subordinated Note so surrendered. If a Global Subordinated Note is so surrendered, the Company will execute, and the
    Trustee will authenticate and deliver to the Depositary for such Global Subordinated Note as will be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Global Subordinated Note in a denomination equal to
    and in exchange for the unredeemed portion of the principal of the Global Subordinated Note so surrendered.

   

  

  Notwithstanding anything in this Indenture to the contrary, only a Company Order, and not an Opinion of Counsel or an Officers’
    Certificate, is required for the Trustee to authenticate any such new Subordinated Note.

  
    65

    
      


  

  ARTICLE XI

  SUBORDINATION OF SECURITIES

  

  

  
    
      	

            	Section 11.01	
              Agreement to Subordinate.

            


    

  

  

  

  The Company, for itself and its successors and assigns, covenants and agrees, and each Holder of Subordinated Notes by the Holder’s
    acceptance thereof likewise covenants and agrees, that the payment of the principal of and interest on each and all of the Subordinated Notes is and will be expressly subordinated in right of payment to the prior payment in full of all Senior
    Indebtedness.

  

  

  
    
      	

            	Section 11.02	
              Distribution of Assets.

            


    

  

  

  

  (1)          Upon any distribution of assets of the Company upon any termination, winding up, liquidation, or reorganization of the Company, whether in bankruptcy, insolvency, reorganization, or
      receivership proceedings or upon an assignment for the benefit of creditors or
      any other marshalling of the assets and liabilities of the Company or otherwise
        (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred upon the Senior Indebtedness and the
        holders thereof with respect to the Subordinated Notes and the Holders thereof
        by a lawful plan of reorganization under applicable Bankruptcy Laws):

  

  

  (a)          holders of all Senior Indebtedness will first be entitled to receive payment in full in accordance with the
        terms of such Senior Indebtedness of the principal thereof, premium, if any, and the interest due thereon (including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company
      under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) before the Holders of the Subordinated Notes are entitled to receive any payment upon the principal of or interest on indebtedness
        evidenced by the Subordinated Notes;

  

  

  (b)          any payment or distribution of assets of the Company of any kind or character, whether in cash, property, or securities, to which the Holders would be entitled except for the provisions of this Article XI, including any such payment or distribution
        that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Subordinated Notes, will be paid by the liquidating trustee or agent or other Person
      making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee, or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, in accordance with the priorities then existing among holders of Senior Indebtedness for payment of the
        aggregate amounts remaining unpaid on account of the principal, premium, if any, and interest (including interest accruing subsequent to the commencement of any
        proceeding for the bankruptcy or reorganization of the Company under any
        applicable bankruptcy, insolvency, or similar law now or hereafter in
        effect) on the Senior Indebtedness held or represented by each, to the
        extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; it being understood that if the Holders
      fail to file a proper claim in the form required by any proceeding referred to in this Section
          11.02(1)(b) prior to 30 days before the expiration of the time to file such claim or claims, then the holders of Senior Indebtedness are hereby authorized to file an appropriate claim or claims for and on behalf of the Holders, in the form required in any such proceeding; and

  
    66

    
      


  

  (c)          in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company
      of any kind or character, whether in cash, property, or securities, including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company
      being subordinate to the payment of the Subordinated Notes, is received by the Trustee
      or the Holders before all Senior Indebtedness is paid in full, such payment or distribution will be paid over to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent, or other Person making
        payment of assets of the Company for all Senior Indebtedness remaining
        unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

  

  

  (2)          Subject to the payment in full of all Senior Indebtedness, the Holders will be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property, or securities of the Company applicable to the Senior Indebtedness until the principal of and interest on the Subordinated
      Notes will be paid in full and no such payments or distributions to holders of such Senior
      Indebtedness to which the Holders would be entitled except for the provisions hereof
      will, as between the Company, its creditors other than the holders of Senior
      Indebtedness, and the Holders, be deemed to be a payment by the Company to or on account of the Senior Indebtedness. It is understood that the provisions of this Article XI are intended solely for the purpose of defining the
        relative rights of the Holders of the Subordinated Notes, on the one hand,
        and the holders of Senior Indebtedness, on the other hand. Nothing contained in this Article XI or elsewhere in this Indenture or any supplemental indenture issued in accordance with Article VIII of this Indenture or in the Subordinated Notes is intended to or will impair, as between the Company,
        its creditors other than the holders of Senior Indebtedness, and the Holders,
        the obligation of the Company, which is unconditional and absolute, to pay to the Holders the principal of and interest on the Subordinated Notes as and when the same will become due and payable in accordance with their terms or
      to affect the relative rights of the Holders and creditors of the Company, other than the holders of the Senior Indebtedness, nor, except as otherwise expressly
        provided in this Indenture and the Subordinated Notes with respect to the
        limitation on the rights of the Trustee and the Holders to accelerate the maturity
      of the Subordinated Notes and pursue remedies upon such an acceleration, will anything herein or in the Subordinated Notes prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon any Event of Default under this Indenture occurring, subject to the rights, if any, under this Article XI of the holders of Senior Indebtedness, in respect of
        cash, property, or securities of the Company received upon the exercise of
        any such remedy. Upon any payment or distribution of assets of the Company referred
        to in this Article XI, the Trustee and the Holders will be entitled to rely upon any order or decree of a court of competent jurisdiction in which
        such termination, winding up, liquidation, or reorganization proceeding is pending or upon a certificate of the liquidating trustee or agent or other
      Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution,
        the holders of the Senior Indebtedness and other indebtedness of the Company,
        the amount thereof or payable thereon, the amount or amounts paid or
      distributed thereon, and all other facts pertinent thereto or to this Article XI. In the absence of any such liquidating trustee or agent or other Person, the Trustee will be entitled to rely upon a written notice by a Person representing itself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such a trustee or representative).
        If the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or distribution in accordance with this Article XI, the Trustee may request such Person to furnish evidence to
        the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is
        entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article XI, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

  
    67

    
      


  

  With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and
    obligations as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness will be read into this Indenture against the Trustee. The Trustee, however, will not be deemed to
    owe any fiduciary duty to the holders of Senior Indebtedness by reason of the execution of this Indenture, or any supplemental indenture entered into in accordance with Article VIII of this Indenture, and will not be liable to any such holders if it
    shall in good faith mistakenly pay over or distribute to or on behalf of the Holders or the Company moneys or assets to which any holders of Senior Indebtedness are entitled by virtue of this Article XI or otherwise.

  

  

  
    
      	

            	Section 11.03	
              Default With Respect to Senior Indebtedness.

            


    

  

  

  

  In the event and during the continuation of any default in the payment of principal of, or premium, if any, or interest on, any Senior
    Indebtedness, beyond any applicable grace period, or if any event of default with respect to any Senior Indebtedness has occurred and is continuing, or would occur as a result of the payment referred to hereinafter, permitting the holders of such
    Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until such default or event of default has been cured or waived or has ceased to exist, no payment of principal of or interest on
    the Subordinated Notes, or in respect of any retirement, purchase, or other acquisition of any of the Subordinated Notes, will be made by the Company.

  
    68

    
      


  

  
    
      	

            	Section 11.04	
              No Impairment.

            


    

  

  

  

  Nothing contained in this Indenture, any supplemental indenture entered into in accordance with Article VIII of this Indenture, or in any
    of the Subordinated Notes will: (i) impair, as between the Company and the Holders, the obligations of the Company to make, or prevent the Company from making, at any time except as provided in Section 11.02 and Section 11.03, payments of principal of, or interest (including interest accruing subsequent to the
    commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on, the Subordinated Notes, as and when the same will become due and payable in
    accordance with the terms of the Subordinated Notes; (ii) affect the relative rights of the Holders and creditors of the Company other than the holders of the Senior Indebtedness; (iii) except as otherwise expressly provided in this Indenture and the
    Subordinated Notes with respect to the limitation on the rights of the Trustee and the Holders to accelerate the maturity of the Subordinated Notes and pursue remedies upon such an acceleration, prevent the Holder of any Subordinated Notes or the
    Trustee from exercising all remedies otherwise permitted by applicable law upon default thereunder, subject to the rights, if any, under this Article XI of the holders of Senior Indebtedness in respect of cash, property, or securities of the Company
    received upon the exercise of any such remedy; or (iv) prevent the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder to the payment of or on account of the principal of, or interest on, the Subordinated Notes or
    prevent the receipt by the Trustee or any Paying Agent of such moneys, if, prior to the third Business Day prior to such deposit, the Trustee or such Paying Agent did not have written notice of any event prohibiting the making of such deposit by the
    Company.

  

  

  
    
      	

            	Section 11.05	
              Effectuation of Subordination Provisions.

            


    

  

  

  

  Each Holder by its acceptance of any Subordinated Notes authorizes and expressly directs the Trustee on such Holder’s behalf to take such
    action as may be necessary or appropriate to effectuate the Subordination Provisions, and appoints the Trustee such Holder’s attorney-in-fact for such purposes, including, in the event of any termination, winding up, liquidation, or reorganization of
    the Company (whether in bankruptcy, insolvency, receivership, reorganization, or similar proceedings or upon an assignment for the benefit of creditors by the Company, a marshalling of the assets and liabilities of the Company, or otherwise) tending
    toward the liquidation of the property and assets of the Company, the filing of a claim for the unpaid balance of the Subordinated Notes in the form required in those proceedings.

  

  

  
    
      	

            	Section 11.06	
              Notice to Trustee.

            


    

  

  

  

  The Company will give prompt written notice to the Trustee of any fact known to the Company that would prohibit the Company from making
    any payment to or by the Trustee in respect of the Subordinated Notes in accordance with the provisions of this Article XI. The Trustee will not be charged with the knowledge of the existence of any default or event of default with respect to any
    Senior Indebtedness or of any other facts that would prohibit the making of any payment to or by the Trustee or any Paying Agent unless and until a Responsible Officer has received a written notice specifying such default, event of default, or other
    facts signed by an Authorized Officer, or by a holder of Senior Indebtedness or a trustee or agent thereof, and prior to the receipt of any such written notice, the Trustee will, subject to Article V of this Indenture, be entitled to assume that no
    such facts exist; provided that, if the Trustee has not received the notice provided for in this Section 11.06 at least two Business Days prior to the date upon
    which, by the terms of this Indenture, any monies will become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Subordinated Note), then, notwithstanding anything herein to the contrary, the
    Trustee will have full power and authority to receive any monies from the Company and to apply the same to the purpose for which they were received, and will not be affected by any notice to the contrary that may be received by it on or after such
    prior date except for an acceleration of the Subordinated Notes prior to such application. The foregoing will not apply if the Paying Agent is the Company. The Trustee will be entitled to rely on the delivery to it of a written notice by a Person
    representing himself, herself, or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or agent of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or agent on
    behalf of any such holder.

  
    69

    
      


  

  In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder
    of Senior Indebtedness to participate in any payment or distribution in accordance with this Article XI, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held
    by such Person, the extent to which such Person is entitled to participate in such payment or distribution, and any other facts pertinent to the rights of such Person under this Article XI, and, if such evidence is not furnished to the Trustee, the
    Trustee may defer any payment to such Person pending such evidence being furnished to the Trustee or a judicial determination that such Person has the right to receive such payment.

  

  

  
    
      	

            	Section 11.07	
              Trustee Knowledge of Senior Indebtedness.

            


    

  

  

  

  Notwithstanding the provisions of this Article XI or any other provisions of this Indenture or any supplemental indenture issued in
    accordance with Article VIII of this Indenture, neither the Trustee nor any Paying Agent will be charged with knowledge of the existence of any Senior Indebtedness or of any event that would prohibit the making of any payment of moneys to or by the
    Trustee or such Paying Agent, unless and until a Responsible Officer or such Paying Agent has received written notice thereof from the Company or from the holder of any Senior Indebtedness or from the representative of any such holder.

  

  

  
    
      	

            	Section 11.08	
              Senior Indebtedness to Trustee.

            


    

  

  

  

  The Trustee will be entitled to all of the rights set forth in this Article XI in respect of any Senior Indebtedness at any time held by
    it in its individual capacity to the same extent as any other holder of such Senior Indebtedness, and nothing in this Indenture or any supplemental indenture issued in accordance with Article VIII of this Indenture will be construed to deprive the
    Trustee of any of its rights as such holder.

  
    70

    
      


  

  
    
      	

            	Section 11.09	
              Subordination Not Applicable to Trustee Compensation.

            


    

  

  

  

  Nothing contained in this Article XI will apply to the claims of, or payments to, the Trustee under Section 5.07 of this Indenture.

  

  

  The Trustee hereby accepts the trusts in this Indenture upon the terms and conditions set forth herein.

  
    [Signature Page Follows]

  

  
    71

    
      


  

  IN WITNESS WHEREOF, the Company and the Trustee have caused this Indenture to be duly signed as of the date first written above.

  	 	 	 
	 	
          RELIANT BANCORP, INC.

        
	 	 	 
	 	
          By:

        	 
	 	
          Name:

        	
          J. Daniel Dellinger

        
	 	
          Title:

        	
          Chief Financial Officer

        
	 	 	 
	 	
          UMB BANK, N.A.,

        
	 	
          as Trustee

        
	 	 	 
	 	
          By:

        	 
	 	
          Name:

        	
          Shazia Flores

        
	 	
          Title:

        	
          Vice President

        


  

  

  
    
      


  

  EXHIBIT A-1

  

  

  RELIANT BANCORP, INC.

  

  

  5.125% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE 2029

  

  

  THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
    OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER, SALE, OR
    OTHER DISTRIBUTION; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED
    IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE
    EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS, AS EVIDENCED BY AN OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
    REGISTRATION IS NOT REQUIRED.

  

  

  THIS SUBORDINATED NOTE AND THE OBLIGATIONS OF THE COMPANY AS EVIDENCED BY THIS SUBORDINATED NOTE (1) ARE NOT A DEPOSIT AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR
    FUND AND (2) ARE SUBORDINATE IN RIGHT OF PAYMENT TO ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).

  

  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
    HEREOF OR 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 PLANS, OR ANY OTHER
    PERSON OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR 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.

  
    A-1-1

    
      


  

  No. [●]          

  Accredited Investor CUSIP: 75956B AB7

  Accredited Investor ISIN: US75956BAB71

  QIB CUSIP: 75956B AA9

  QIB ISIN: US75956BAA98

  

  

  RELIANT BANCORP, INC.

  5.125% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE 2029

  

  

  1.          Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of Reliant
    Bancorp, Inc., a Tennessee corporation (the “Company”), designated as the “5.125% Fixed-to-Floating Rate Subordinated Notes due 2029” (the “Subordinated Notes”), in an aggregate principal amount of $60,000,000 and initially issued on
    December 13, 2019. The Company has issued this Subordinated Note under that certain Indenture dated as of December 13, 2019, as the same may be amended or supplemented from time to time (the “Indenture”), between the Company and UMB Bank, N.A.,
    as Trustee (the “Trustee”). All capitalized terms used and not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and
    those made part of the Indenture by explicit incorporation by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder (as defined below) is
    referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will
    govern and be controlling.

  

  

  2.          Payment. The Company, for value received, promises to pay to [●], or its registered assigns (the “Holder”),
    the principal sum of [●] Dollars (U.S.) ($[●]), plus accrued but unpaid interest, on December 15, 2029 (the “Maturity Date”), and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding
    December 15, 2024 or any earlier redemption date contemplated by Section 5 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 5.125% per annum, computed on the basis of a 360-day year consisting of twelve
    30-day months and payable semi-annually in arrears on June 15 and December 15 of each year (each payment date, a “Fixed Interest Payment Date”), beginning June 15, 2020, and (ii) from and including December 15, 2024 to but excluding the Maturity
    Date or any earlier redemption date contemplated by Section 5 (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 Floating Interest Period (as defined below) plus 376.5 basis points (the “Spread”), 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 15, June 15, September 15, and December 15 of each year (each payment date, a “Floating Interest Payment Date”) beginning March 15, 2025.
    Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up.  The term “Floating Interest Determination Date” means the date upon which the Floating Interest Rate is determined by the
    Calculation Agent (as defined below) pursuant to the Three-Month Term SOFR Conventions (as defined below).

  
    A-1-2

    
      


  

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

  

  

  (b)          The “Floating Interest Rate” means:

  

  

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

  

  

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

  

  

  (1)          If the Calculation Agent 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 Holders and Section 2(c) (Effect of Benchmark Transition Event) will thereafter apply to
    all determinations, calculations, and quotations made or obtained for 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 (as defined below) has not been determined as of the relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Interest Period will be equal to the Floating Interest Rate on
    the last Floating Interest Determination Date for the Subordinated Notes, as determined by the Calculation Agent.

  

  

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

  

  

  (c)          Effect of Benchmark Transition Event.

  

  

  (i)          If the Calculation Agent 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 on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such
    date and all determinations on all subsequent dates.

  

  

  (ii)          In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes (as defined below) from time to time.

  

  

  (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:

  
    A-1-3

    
      


  

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

  

  

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

  

  

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

  

  

  (4)          notwithstanding anything to the contrary in this Subordinated Note, the Indenture, or the Purchase Agreement, shall become effective without consent from the relevant Holders 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.

  

  

  (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 (as defined below) with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment (as defined below)
    for such Benchmark; provided that if (i) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (ii) 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.          Compounded SOFR (as defined below);

  

  

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

  

  

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

  
    A-1-4

    
      


  

  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.

  

  

  (3)          “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date:

  

  

  A.          the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero), that has been selected or recommended by the
    Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement (as defined below);

  

  

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

  

  

  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 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

  
    A-1-5

    
      


  

  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.

  

  

  (6)          “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  

  

  A.          if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR (as
    defined below), (ii) the development of a forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete, or (iii) the Company 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 in accordance with:

  
    A-1-6

    
      


  

  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) of this Section 2(c)(v)(8), then
    the rate, or methodology for this rate, and conventions for this rate that have been selected by the Company or its designee giving due consideration to any industry-accepted market practice for U.S. dollar denominated floating rate notes at such time.

  

  

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

  

  

  (9)          “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding any 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: (i) the Benchmark for the
    longest period for which the Benchmark is available that is shorter than the Corresponding Tenor and (ii) 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 (i) 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 (ii) 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.

  
    A-1-7

    
      


  

  (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.

  

  

  (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 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, the interest payment due on that date shall be postponed to the
    next day that is a Business Day and no additional interest shall accrue as a result of that postponement. In the event that any Floating Interest Payment Date during the Floating Rate Period falls on a day that is not a Business Day, the interest
    payment due on that date shall be postponed to the next day that is a Business Day and interest shall accrue to but excluding the date interest is paid. However, if the postponement would cause the day to fall in the next calendar month during the
    Floating Rate Period, the Floating Interest Payment Date shall instead be brought forward to the immediately preceding Business Day.

  
    A-1-8

    
      


  

  3.          Paying Agent and Registrar.  The Trustee will act as the initial Paying Agent and Registrar through
    its offices presently located at 5555 San Felipe, Suite 870, Houston, Texas 77056. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

  

  

  4.          Subordination. The indebtedness of the Company evidenced by this Subordinated Note, including the
    principal thereof and interest thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to obligations of the Company constituting the Senior Indebtedness on the terms and subject to the terms
    and conditions as provided and set forth in Article XI of the Indenture, and will rank pari passu in right of payment with all other Subordinated Notes. The Holder, by the acceptance of this Subordinated Note,
    agrees to and will be bound by such provisions of the Indenture and authorizes and directs the Trustee on its behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.

  

  

  
    
      	

            	5.	
              Redemption.

            


    

  

  

  

  (a)          The Company may, at its option, on any Interest Payment Date on or after December 15, 2024, redeem this Subordinated Note, in whole or in part, without premium or penalty, but in all cases
    in a principal amount with integral multiples of $1,000. In addition, the Company may, at its option, redeem all, but not a portion, of the Subordinated Notes at any time upon the occurrence of a Tier 2 Capital Event, Tax Event, or Investment Company
    Event. Any redemption of this Subordinated Note shall be subject to the prior receipt of any and all required regulatory approvals, including, as applicable, the approval of the Federal Reserve (or its designee) or any successor agency and any other
    federal or state banking regulatory agency. This Subordinated Note is not subject to redemption at the option of the Holder. The Redemption Price with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount
    of this Subordinated Note, or portion hereof, to be redeemed, plus accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the Redemption Date.

  

  

  (b)          If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the unredeemed portion without charge to the Holder(s)
    thereof and (ii) such redemption shall be effected on a pro rata basis as to the Holder(s). In the event a pro rata redemption as provided in the preceding sentence is not permitted under applicable law, the Subordinated Notes to be redeemed will be
    selected by lot or such other method as the Trustee shall deem fair and appropriate.

  

  

  (c)          If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption
    Date interest shall cease to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be deemed outstanding, and all rights with respect to such Subordinated Notes so called for
    redemption shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the Redemption Price), except only the right of the Holder(s) thereof to receive the amount payable on such redemption, without
    interest.

  
    A-1-9

    
      


  

  6.          Events of Default; Acceleration.

  

  

  An “Event of Default” means any one of the events described in Section 4.01 of the Indenture. If an Event of Default described in Section 4.01(1) or Section 4.01(2) of
    the Indenture occurs, then the principal amount of all of the Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding Subordinated Notes, will become and be immediately due and payable without any declaration or
    other act on the part of the Trustee or the Holder, 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 4.01(1) or Section 4.01(2) of the Indenture, neither the Trustee nor the Holder may accelerate the Maturity of the
    Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes immediately due and payable. If any Event of Default occurs and is continuing, the Trustee may also pursue any other available remedy to
    collect the payment of the principal amount of, and interest on, the Subordinated Notes then due and payable or to enforce the performance of any provision of the Subordinated Notes or the Indenture.

  

  

  7.          Failure to Make Payments. If an Event of Default described in Section 4.01(3) or Section
      4.01(4) of the Indenture occurs, the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder, the whole amount then due and payable with respect to this Subordinated Note (without acceleration of this
    Subordinated Note in any manner), with interest upon the overdue principal and, to the extent permitted by applicable law, upon any overdue installments of interest at the rate or respective rates, as the case may be, provided for with respect to this
    Subordinated Note or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by this Subordinated Note.

  

  

  During the continuance of a failure by the Company to make any required payment of principal of or interest on the Subordinated Notes, the Company may not 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, make any payment of principal or interest or premium, if any, on or repay, repurchase, or redeem any debt securities of the Company
    that rank equal with or junior to this Subordinated Note, or make any payments under any guarantee that ranks equal with or junior to this Subordinated Note, 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 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 in accordance with the conversion or exchange provisions of such capital stock or the security being converted or exchanged; (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 or its Affiliates’ directors, officers or employees or any of the Company’s dividend reinvestment or employee stock
    purchase plans; or (vi) the grant or award of, the lapse of restrictions with respect to, or the issuance, acquisition, or withholding of shares of any class of the Company’s common stock upon the exercise or settlement of (including the satisfaction
    of tax withholding obligations associated with) options, warrants, grants, awards, or rights under any Company stock option or equity incentive plan.

  
    A-1-10

    
      


  

  8.          Denominations, Transfer, Exchange. The Subordinated Notes are issuable only in registered form without
    interest coupons in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of this Subordinated Note may be registered and this Subordinated Note may be exchanged as provided in the Indenture. The Registrar may
    require the Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require the Holder to pay any taxes and fees required by law or permitted by the Indenture.

  

  

  9.          Charges and Transfer Taxes. No service charge will be imposed 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 Holder requesting such transfer or exchange.

  

  

  10.          Persons Deemed Owners.  The Company and the Trustee and any agent of the Company or the Trustee may
    treat the Person in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether or not this Subordinated Note is overdue, and neither the Company, the Trustee, nor any such agent will be affected by notice to the
    contrary.

  

  

  11.          Amendments; Waivers.   The Indenture permits, with certain exceptions as therein provided, the
    amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Subordinated Notes at any time by the Company and the Trustee with the consent of the holders of a majority in principal amount of
    the then Outstanding Subordinated Notes. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the then Outstanding Subordinated Notes, on behalf of the holders of all Subordinated Notes, to waive
    certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Subordinated Note will be conclusive and binding upon such Holder and upon all future holders of this Subordinated Note and of any
    Subordinated Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note.

  

  

  12.          No Impairment.  No reference herein to the Indenture and no provision of this Subordinated Note or of
    the Indenture will alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest (if any) and Additional Interest on this Subordinated Note at the times, place, and rate as herein prescribed.

  
    A-1-11

    
      


  

  13.          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 or other securities or assets of the Company or any Subsidiary.

  

  

  14.          No Recourse Against Others.  No recourse under or upon any obligation, covenant, or agreement
    contained in the Indenture or 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 Holder and as part of the consideration for the issuance of this Subordinated Note.

  

  

  15.          Authentication.  This Subordinated Note will not be valid until authenticated by the manual signature
    of the Trustee or an Authenticating Agent.

  

  

  16.          Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as:
    TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Additional abbreviations may also
    be used though not in the above list.

  

  

  17.          Available Information.  The Company will furnish to the Holder upon written request and without
    charge a copy of the Indenture. Requests by the Holder to the Company may be made to: Reliant Bancorp, Inc., 6100 Tower Circle, Suite 120, Franklin, Tennessee 37067 Attention: Chief Financial Officer.

  

  

  18.          Governing Law.  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 GIVING EFFECT TO ANY LAWS OR PRINCIPLES OF CONFLICT OF LAWS THAT WOULD APPLY THE LAWS OF A DIFFERENT JURISDICTION.

  

  

  [Signature Page Follows]

  
    A-1-12

    
      


  

  

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

  

  

  	 	
          Reliant Bancorp, Inc.

        
	 	 	 
	 	
          By:

        	

        
	 	
          Name:

        	
          J. Daniel Dellinger

        
	 	
          Title:

        	
          Chief Financial Officer

        


  

  

  

  

  	
          ATTEST:

        	 	 
	 	 	 
	 	 	 
	
          Name:

        	
          Louis E. Holloway

        	 
	
          Title:

        	
          Secretary

        	 


  

  

  [Signature Page to Definitive Subordinated Note]

  
    A-1-13

    
      


  

  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  

  

  This is one of the Subordinated Notes of Reliant Bancorp, Inc. referred to in the within-mentioned Indenture.

  

  

  	
          UMB Bank, N.A., as Trustee

        	 
	 	 	 
	
          By:

        	

        	 
	
          Name:

        	
          [●]

        	 
	
          Title:

        	
          [●]

        	 


  
    A-1-14

    
      


  

  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 or her.

  

  

  	
          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 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;

        
	
          ☐

        	
          (4)

        	
          transferred under an effective registration statement under the Securities Act;

        
	
          ☐

        	
          (5)

        	
          transferred in accordance with and in compliance with Regulation S under the Securities Act;

        
	
          ☐

        	
          (6)

        	
          transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act)
            that has furnished a signed letter containing certain representations and agreements; or

        
	
          ☐

        	
          (7)

        	
          transferred in accordance with another available exemption from the registration requirements of the Securities Act.

        


  
    A-1-15

    
      


  

  
  Unless one of the boxes is checked, the Registrar will refuse to register this Subordinated Note in the name of any Person other than the registered Holder thereof. If box (5), (6), or (7) is checked, the Registrar 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 Registrar 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 the Securities 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 Rule 17Ad-l5 promulgated under the Exchange Act).

  

  

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

  

  

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

  

  

  	
          Date: 

          

        	 	 Signature:	 


  
    A-1-16

    
      


  

  
  EXHIBIT A-2

  

  

  RELIANT BANCORP, INC.

  

  

  5.125% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE 2029

  

  

  THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAVE NOT BEEN REGISTERED UNDER THE
    SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT
    (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER, SALE, OR OTHER DISTRIBUTION; (B) TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN
    COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER
    AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
    OR “BLUE SKY” LAWS, AS EVIDENCED BY AN OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.

  

  

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

  

  

  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.

  
    A-2-1

    
      


  

  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 THE INDENTURE IDENTIFIED HEREIN.

  

  

  THIS SUBORDINATED NOTE AND THE OBLIGATIONS OF THE COMPANY AS EVIDENCED BY THIS SUBORDINATED NOTE (1) ARE NOT A DEPOSIT AND ARE NOT INSURED BY THE FEDERAL
    DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND AND (2) ARE SUBORDINATE IN RIGHT OF PAYMENT TO ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).

  

  

  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 HEREOF OR 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 PLANS, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR 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.

  
    A-2-2

    
      


  

  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.

  
    A-2-3

    
      


  

  	
          No. [●]

        	
          Accredited Investor CUSIP: 75956B AB7

        
	 	
          Accredited Investor ISIN: US75956BAB71

        
	 	
          QIB CUSIP: 75956B AA9

        
	 	
          QIB ISIN: US75956BAA98

        


  

  

  RELIANT BANCORP, INC.

  

  

  5.125% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE 2029

  

  

  1.          Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of Reliant Bancorp, Inc., a Tennessee corporation (the “Company”), designated as the “5.125% Fixed-to-Floating Rate Subordinated Notes due 2029” (the “Subordinated Notes”), in an aggregate principal amount of $60,000,000 and initially issued on December 13, 2019. The Company has issued this Subordinated Note under that certain Indenture dated as of December 13, 2019, as the
      same may be amended or supplemented from time to time (the “Indenture”), between the Company and UMB Bank, N.A., as Trustee (the “Trustee”). All capitalized terms used and not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms of this Subordinated Note
      include those stated in the Indenture and those made part of the Indenture by explicit incorporation by reference to the Trust Indenture Act of 1939, as amended (the “Trust
          Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this
      Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.

  

  

  2.          Payment. The Company, for value received, promises to pay to Cede & Co., or its registered assigns, as nominee of The Depository Trust
      Company, the principal sum of [●] Dollars (U.S.) ($[●]), plus accrued but unpaid interest, on December 15, 2029 (the “Maturity Date”), and to pay interest
      thereon (i) from and including the original issue date of the Subordinated Notes to but excluding December 15, 2024 or any earlier redemption date contemplated by Section
          5 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 5.125% per annum, computed on the basis of a 360-day year
      consisting of twelve 30-day months and payable semi-annually in arrears on June 15 and December 15 of each year (each payment date, a “Fixed Interest Payment Date”),
      beginning June 15, 2020, and (ii) from and including December 15, 2024 to but excluding the Maturity Date or any earlier redemption date contemplated by Section 5
      (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 Floating Interest Period (as defined below) plus 376.5 basis points (the “Spread”),
      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 15, June 15, September 15, and December 15 of each year (each payment date, a “Floating Interest Payment Date”) beginning March 15, 2025. Dollar
      amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up.  The term “Floating Interest Determination Date”
      means the date upon which the Floating Interest Rate is determined by the Calculation Agent (as defined below) pursuant to the Three-Month Term SOFR Conventions (as defined below).

  
    A-2-4

    
      


  

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

  

  

  (b)          The “Floating Interest Rate” means:

  

  

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

  

  

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

  

  

  (1)          If the Calculation Agent
      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 Holders and Section 2(c) (Effect of Benchmark Transition Event) will thereafter apply to
      all determinations, calculations, and quotations made or obtained for 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 (as defined below) has not been determined as
      of the relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Interest Period will be equal to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as
      determined by the Calculation Agent.

  

  

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

  

  

  

  

  (c)          Effect of Benchmark Transition Event.

  

  

  (i)          If the Calculation Agent
      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 on any date, the Benchmark Replacement will replace
      the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates.

  

  

  (ii)          In connection with the
      implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes (as defined below) from time to time.

  

  

  (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:

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

  

  

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

  

  

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

  

  

  (4)          notwithstanding anything
      to the contrary in this Subordinated Note, the Indenture, or the Purchase Agreement, shall become effective without consent from the relevant Holders 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.

  

  

  (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 (as defined below) with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment (as defined below)
      for such Benchmark; provided that if (i) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (ii) 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.          Compounded SOFR (as defined
      below);

  

  

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

  

  

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

  
    A-2-6

    
      


  

  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.

  

  

  (3)          “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date:

  

  

  A.          the spread adjustment, or
      method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement (as defined
      below);

  

  

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

  

  

  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 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

  
    A-2-7

    
      


  

  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.

  

  

  (6)          “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

  

  

  A.          if the Benchmark is
      Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR (as defined below), (ii) the development of a forward-looking term rate for a tenor of
      three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete, or (iii) the Company 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 in accordance with:

  
    A-2-8

    
      


  

  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) of this Section 2(c)(v)(8), then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Company or its designee giving due consideration to any
      industry-accepted market practice for U.S. dollar denominated floating rate notes at such time.

  

  

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

  

  

  (9)          “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding any 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: (i) the Benchmark for the
      longest period for which the Benchmark is available that is shorter than the Corresponding Tenor and (ii) 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 (i) 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 (ii) 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.

  
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  (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.

  

  

  (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 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, the interest payment due on that date shall be postponed to the next day that is a Business Day and no additional interest shall accrue as a result of that
      postponement. In the event that any Floating Interest Payment Date during the Floating Rate Period falls on a day that is not a Business Day, the interest payment due on that date shall be postponed to the next day that is a Business Day and interest
      shall accrue to but excluding the date interest is paid. However, if the postponement would cause the day to fall in the next calendar month during the Floating Rate Period, the Floating Interest Payment Date shall instead be brought forward to the
      immediately preceding Business Day.

  
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  3.          Paying Agent and Registrar.  The Trustee will act as the initial Paying Agent and Registrar through its offices presently located at 5555 San
      Felipe, Suite 870, Houston, Texas 77056. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

  

  

  4.          Subordination. The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof and interest thereon, is, to
      the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to obligations of the Company constituting the Senior Indebtedness on the terms and subject to the terms and conditions as provided and set forth in
      Article XI of the Indenture, and will rank pari passu in right of payment with all other Subordinated Notes. The Holder, by the acceptance of
      this Subordinated Note, agrees to and will be bound by such provisions of the Indenture and authorizes and directs the Trustee on its behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.

  

  

  
    
      	

            	5.	
              Redemption.

            


    

  

  

  

  (a)          The Company may, at its
      option, on any Interest Payment Date on or after December 15, 2024, redeem this Subordinated Note, in whole or in part, without premium or penalty, but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company
      may, at its option, redeem all, but not a portion, of the Subordinated Notes at any time upon the occurrence of a Tier 2 Capital Event, Tax Event, or Investment Company Event. Any redemption of this Subordinated Note shall be subject to the prior
      receipt of any and all required regulatory approvals, including, as applicable, the approval of the Federal Reserve (or its designee) or any successor agency and any other federal or state banking regulatory agency. This Subordinated Note is not
      subject to redemption at the option of the Holder. The Redemption Price with respect to any redemption permitted under the Indenture will be equal to 100% of the principal amount of this Subordinated Note, or portion hereof, to be redeemed, plus
      accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the Redemption Date.

  

  

  (b)          If less than the then
      outstanding principal amount of this Subordinated Note is redeemed, (i) a new note shall be issued representing the unredeemed portion without charge to the Holder(s) thereof and (ii) such redemption shall be effected on a pro rata basis as to the
      Holder(s) and if the Subordinated Notes are represented by Global Subordinated Notes held by DTC and such redemption is processed through DTC, such redemption will be made on a “Pro Rata Pass-Through Distribution of Principal” basis in accordance
      with the procedures of DTC. In the event a pro rata redemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of DTC, the Subordinated Notes to be redeemed will be selected by lot or such other
      method as the Trustee shall deem fair and appropriate.

  

  

  (c)          If notice of redemption has
      been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption,
      all Subordinated Notes so called for redemption shall no longer be deemed outstanding, and all rights with respect to such Subordinated Notes so called for redemption shall forthwith on such Redemption Date cease and terminate (unless the Company
      shall default in the payment of the Redemption Price), except only the right of the Holder(s) thereof to receive the amount payable on such redemption, without interest.

  
    A-2-11

    
      


  

  6.          Events of Default; Acceleration.

  

  

  An “Event of Default” means any one of the
    events described in Section 4.01 of the Indenture. If an Event of Default described in Section 4.01(1) or Section 4.01(2) of the Indenture occurs, then the principal amount of all of the Outstanding Subordinated Notes, and
    accrued and unpaid interest, if any, on all Outstanding Subordinated Notes, will become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holder, 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 4.01(1) or Section 4.01(2) of the Indenture,
    neither the Trustee nor the Holder may accelerate the Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes immediately due and payable. If any Event of Default occurs and is
    continuing, the Trustee may also pursue any other available remedy to collect the payment of the principal amount of, and interest on, the Subordinated Notes then due and payable or to enforce the performance of any provision of the Subordinated Notes
    or the Indenture.

  

  

  7.          Failure to Make Payments. If an Event of Default described in Section
          4.01(3) or Section 4.01(4) of the Indenture occurs, the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
      Holder, the whole amount then due and payable with respect to this Subordinated Note (without acceleration of this Subordinated Note in any manner), with interest upon the overdue principal and, to the extent permitted by applicable law, upon any
      overdue installments of interest at the rate or respective rates, as the case may be, provided for with respect to this Subordinated Note or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest
      borne by this Subordinated Note.

  

  

  During the continuance of a failure by the Company to make any required payment of principal of or interest on the Subordinated Notes, the
    Company may not 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, make any payment of principal or interest or premium, if any, on or
    repay, repurchase, or redeem any debt securities of the Company that rank equal with or junior to this Subordinated Note, or make any payments under any guarantee that ranks equal with or junior to this Subordinated Note, 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 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 in accordance with the conversion or exchange provisions of such capital stock or
    the security being converted or exchanged; (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 or its Affiliates’ directors, officers or employees or any
    of the Company’s dividend reinvestment or employee stock purchase plans; or (vi) the grant or award of, the lapse of restrictions with respect to, or the issuance, acquisition, or withholding of shares of any class of the Company’s common stock upon
    the exercise or settlement of (including the satisfaction of tax withholding obligations associated with) options, warrants, grants, awards, or rights under any Company stock option or equity incentive plan.

  
    A-2-12

    
      


  

  8.          Denominations, Transfer, Exchange. The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations
      of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of this Subordinated Note may be registered and this Subordinated Note may be exchanged as provided in the Indenture. The Registrar may require the Holder, among other things,
      to furnish appropriate endorsements and transfer documents and the Company may require the Holder to pay any taxes and fees required by law or permitted by the Indenture.

  

  

  9.          Charges and Transfer Taxes. No service charge will be imposed 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 Holder requesting such transfer or exchange.

  

  

  10.          Persons Deemed Owners.  The Company and the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
      Subordinated Note is registered as the owner hereof for all purposes, whether or not this Subordinated Note is overdue, and neither the Company, the Trustee, nor any such agent will be affected by notice to the contrary.

  

  

  11.          Amendments; Waivers.   The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the
      rights and obligations of the Company and the rights of the Holders of the Subordinated Notes at any time by the Company and the Trustee with the consent of the holders of a majority in principal amount of the then Outstanding Subordinated Notes. The
      Indenture also contains provisions permitting the holders of specified percentages in principal amount of the then Outstanding Subordinated Notes, on behalf of the holders of all Subordinated Notes, to waive certain past defaults under the Indenture
      and their consequences. Any such consent or waiver by the Holder of this Subordinated Note will be conclusive and binding upon such Holder and upon all future holders of this Subordinated Note and of any Subordinated Note issued upon the registration
      of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note.

  

  

  12.          No Impairment.  No reference herein to the Indenture and no provision of this Subordinated Note or of the Indenture will alter or impair the
      obligation of the Company, which is absolute and unconditional, to pay the principal of and interest (if any) and Additional Interest on this Subordinated Note at the times, place, and rate as herein prescribed.

  
    A-2-13

    
      


  

  13.          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 or other securities or assets of the Company or any Subsidiary; provided that this Subordinated Note is exchangeable for Subordinated Notes registered in the names of Persons other than DTC or
      its nominee in, but only in, the limited circumstances described in the Indenture.

  

  

  14.          No Recourse Against Others.  No recourse under or upon any obligation, covenant, or agreement contained in the Indenture or 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 Holder and as part of the consideration for the issuance of this Subordinated Note.

  

  

  15.          Authentication.  This Subordinated Note will not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent.

  

  

  16.          Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
      tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Additional abbreviations may also be used though not in the above list.

  

  

  17.          Available Information.  The Company will furnish to the Holder upon written request and without charge a copy of the Indenture. Requests by the
      Holder to the Company may be made to: Reliant Bancorp, Inc., 6100 Tower Circle, Suite 120, Franklin, Tennessee 37067 Attention: Chief Financial Officer.

  

  

  18.          Governing Law.  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 GIVING EFFECT TO ANY LAWS OR PRINCIPLES OF CONFLICT OF LAWS THAT WOULD APPLY THE LAWS OF A DIFFERENT JURISDICTION.

  

  

  [Signature Page Follows]

  
    A-2-14

    
      


  

  

  

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

  	 	 	 
	 	
          Reliant Bancorp, Inc.

        
	 	 	 
	 	
          By:

        	 
	 	 	 
	 	
          Name:

        	
          J. Daniel Dellinger

        
	 	 	 
	 	
          Title:

        	
          Chief Financial Officer

        
	 	 	 


  

  

  	
          ATTEST:

        	 
	 	 	 
	 	 	 
	 	 	 
	
          Name:

        	
          Louis E. Holloway

        	 
	
          Title:

        	
          Secretary

        	 


  

  

  [Signature Page to Global Subordinated Note]

  
    A-2-15

    
      


  

  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  

  

  This is one of the Subordinated Notes of Reliant Bancorp, Inc. referred to in the within-mentioned Indenture.

  

  

  	
          UMB Bank, N.A., as Trustee

        
	 	 	 
	
          By:

        	 	 
	
          Name:

        	
          [●]

        	 
	
          Title:

        	
          [●]

        	 


  
    A-2-16

    
      


  

  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 or her.

  

  

  	
          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 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;

        
	
          ☐

        	
          (4)

        	
          transferred under an effective registration statement under the Securities Act;

        
	
          ☐

        	
          (5)

        	
          transferred in accordance with and in compliance with Regulation S under the Securities Act;

        
	
          ☐

        	
          (6)

        	
          transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act) or an “accredited
            investor” (as defined in Rule 501(a)(4) under the Securities Act) that has furnished a signed letter containing certain representations and agreements; or

        
	
          ☐

        	
          (7)

        	
          transferred in accordance with another available exemption from the registration requirements of the Securities Act.

        


  
    A-2-17

    
      


  

  
  Unless one of the boxes is checked, the Registrar will refuse to register this Subordinated Note in the name of any Person other than the registered Holder
    thereof. If box (5), (6), or (7) is checked, the Registrar 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 Registrar 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 the Securities 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 Rule 17Ad-l5 promulgated under the Exchange Act).

  

  

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

  

  

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

  

  

  	
          Date:

        	 	
          Signature:

        	 


  

    A-2-18