Exhibit
10.3


 


SUBORDINATED
NOTE PURCHASE AGREEMENT




This
SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”)
is dated as of December 23, 2020, and is made by and among First Trust Corporation, a Louisiana corporation (the “Company”),
and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser”
and collectively, the “Purchasers”).


RECITALS


WHEREAS,
the Company has requested that the Purchasers purchase from the Company up to $21,000,000 in
aggregate principal amount of Subordinated Notes, which aggregate amount is intended to qualify as Tier 2 Capital (as defined herein).


WHEREAS,
the Company has engaged Piper Sandler & Co., as its exclusive placement agent (“Placement
Agent”) for the offering of the Subordinated Notes.


WHEREAS,
each of the Purchasers is an institutional “accredited investor” as such term is
defined in Rule 501 of Regulation D (“Regulation D”)
promulgated under the Securities Act of 1933, as amended (the “Securities
Act”) or a QIB (as defined below).


WHEREAS,
the offer and sale of the Subordinated Notes by the Company is being made in reliance upon the
exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under
the Securities Act.


WHEREAS,
each Purchaser is willing to purchase from the Company a Subordinated Note in the principal
amount set forth on such Purchaser’s respective signature page hereto (the “Subordinated
Note Amount”) in accordance with the terms, subject to the conditions and in reliance on, the recitals, representations,
warranties, covenants and agreements set forth herein and in the Subordinated Notes.


NOW,
THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained
and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:


AGREEMENT


1.            DEFINITIONS.


1.1          Defined
Terms. The following capitalized terms used in this Agreement and in the Subordinated Notes
have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement may be
defined in such sections.


“Affiliate(s)”
means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations,
and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and its respective Affiliates.



    


     


    




“Agreement”
has the meaning set forth in the preamble hereto.


“Applicable
Procedures” means, with respect to any creation, transfer or exchange of or for beneficial interests in any Subordinated
Note represented by a global certificate, the rules and procedures of DTC that apply to such creation, transfer or exchange.


“Bank”
means First Bank and Trust, a Louisiana state-chartered bank and wholly owned subsidiary of the Company.


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


“Bylaws”
means the Bylaws of the Company, including any amendments thereto, as in effect on the Closing Date.


“Charter”
means the Articles of Amendment and Restatement of the Company, including any amendments thereto, as in effect on the Closing Date.


“Closing”
has the meaning set forth in Section 2.2.


“Closing
Date” means December 23, 2020.


“Company”
has the meaning set forth in the preamble hereto and shall include any successors to the Company.


“Company
Covered Person” has the meaning set forth in Section 4.2.4.


“Company’s
Reports” means the (i) audited financial statements of the Company for the year ended December 31, 2019; (ii) the unaudited
financial statements of the Company for the period ended September 30, 2020 and (iii) the Company’s public reports for the year
ended December 31, 2019 and the period ended September 30, 2020 as filed with the FRB as required by regulations of the FRB.


“Disbursement”
has the meaning set forth in Section 3.1.


“Disqualification
Event” has the meaning set forth in Section 4.2.4.


“DTC”
means The Depository Trust Company.


“Equity
Interest” means any and all shares, interests, participations or other equivalents (however designated) of capital stock
of a corporation, any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options
or other rights to purchase any of the foregoing.


“Event
of Default” has the meaning set forth in the Subordinated Notes.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.



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“FDIC”
means the Federal Deposit Insurance Corporation.


“FRB”
means the Board of Governors of the Federal Reserve System.


“GAAP”
means generally accepted accounting principles in effect from time to time in the United States of America.


“Governmental
Agency(ies)” means, individually or collectively, any federal, state, county or local governmental department, commission,
board, regulatory authority or agency (including, without limitation, each applicable Regulatory Agency) with jurisdiction over the Company
or any of its Subsidiaries.


“Governmental
Licenses” has the meaning set forth in Section 4.3.


“Hazardous
Materials” means flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive
materials, hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any substances which
are “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances”
under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations.


“Hazardous
Materials Laws” means any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation,
conservation or regulation of the environment which relates to real property, including: the Clean Air Act, as amended, 42 U.S.C. Section
7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery
Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601 et seq.; the Toxic Substances
Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, the
Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977,
as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and
local laws, laws of other jurisdictions or orders and regulations.


“Indebtedness”
means: (i) all items arising from the borrowing of money that, according to GAAP as in effect from time to time, would be included in
determining total liabilities as shown on the consolidated balance sheet of the Company; and (ii) all obligations secured by any lien
on property owned by the Company or any Subsidiary whether or not such obligations shall have been assumed; provided,
however, Indebtedness shall not include deposits or other indebtedness
created, incurred or maintained in the ordinary course of the Company or its Subsidiaries’ business (including, without limitation,
federal funds purchased, advances from any Federal Home Loan Bank, secured deposits of municipalities, letters of credit issued by the
Company or its Subsidiaries, and repurchase arrangements) and consistent with customary banking practices and applicable laws and regulations.


“Leases”
means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all amendments,
extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating
thereto.



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“Material
Adverse Effect” means any change or effect that (i) is materially adverse to the Company’s and its Subsidiaries’,
on a consolidated basis, financial condition, results of operations or business, or (ii) would materially impair the Company’s
ability to perform its obligations under any of the Transaction Documents, or otherwise materially impede the Company’s consummation
of the transactions contemplated hereby; provided, however,
that “Material Adverse Effect” shall not be deemed to include the impact of (1) changes in banking and similar laws, rules
or regulations of general applicability or interpretations thereof by Governmental Agencies that do not disproportionately affect the
operations or business of the Company or the Bank in comparison to other financial holding companies, banks or banking institutions with
similar operations, (2) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding
companies generally, (3) changes after the date of this Agreement in general economic or capital market conditions affecting financial
institutions or their market prices generally and not specifically related to the Company or the Bank, (4) direct effects of compliance
with this Agreement on the operating performance of the Company and the Bank, including expenses incurred by the Company in consummating
the transactions contemplated by this Agreement, (5) acts of war, civil unrest or terrorism, pandemics, epidemics, disease outbreaks,
and other public health emergencies, including the Coronavirus disease (COVID-19), and (6) the effects of any action or omission
taken by the Company with the prior written consent of the Purchasers, or as otherwise contemplated by this Agreement and the Subordinated
Notes.


“Maturity
Date” means December 30, 2030.


“Person”
means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association,
a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other
entity or organization.


“Placement
Agent” has the meaning set forth in the Recitals.


“Property”
means any real property owned or leased by the Company or any Subsidiary of the Company.


“Purchaser”
or “Purchasers” has the meaning set forth in the preamble
hereto.


“QIB”
means a Qualified Institutional Buyer, as defined in Rule 144A under the Securities Act.


“Regulation
D” has the meaning set forth in the Recitals.


“Regulatory
Agency” means any federal or state agency charged with the supervision or regulation of depository institutions or holding
companies of depository institutions, or engaged in the insurance of depository institution deposits, or any court, administrative agency
or commission or other authority, body or agency having supervisory or regulatory authority with respect to the Company or any of its
Subsidiaries.



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“Secondary
Market Transaction” has the meaning set forth in Section
5.6.


“Securities
Act” has the meaning set forth in the Recitals.


“Subordinated
Note” means the Subordinated Note (or collectively, the “Subordinated
Notes”) in the form attached as Exhibit A hereto,
as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for
such Subordinated Note.


“Subordinated
Note Amount” has the meaning set forth in the Recitals.


“Subsidiary”
means with respect to any Person, any corporation or entity (other than a trust) in which a majority of the outstanding Equity Interest
is directly or indirectly owned by such Person.


“Tier
2 Capital” has the meaning given to the term “Tier 2 capital” in 12 C.F.R. Part 217, as amended, modified
and supplemented and in effect from time to time or any replacement thereof.


“Transaction
Documents” has the meaning set forth in Section 3.2.1.1.


1.2          Interpretations.
The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof,”
“herein” and “hereunder” and words of like import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular provision of this Agreement. The word “including” when used in this Agreement without the
phrase “without limitation,” shall mean “including, without limitation.” All references to time of day herein
are references to Eastern Time unless otherwise specifically provided. All references to this Agreement and Subordinated Notes shall
be deemed to be to such documents as amended, modified or restated from time to time. With respect to any reference in this Agreement
to any defined term, (i) if such defined term refers to a Person, then it shall also mean all heirs, legal representatives and permitted
successors and assigns of such Person, and (ii) if such defined term refers to a document, instrument or agreement, then it shall also
include any amendment, replacement, extension or other modification thereof.


1.3          Exhibits
Incorporated. All Exhibits attached hereto are hereby incorporated into this Agreement.


2.            SUBORDINATED DEBT.


2.1          Certain Terms.
Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Purchasers, severally and not jointly,
Subordinated Notes in an aggregate principal amount equal to the aggregate of the Subordinated Note Amounts. Each Purchaser, severally
and not jointly, agrees to purchase one or more Subordinated Notes in an amount equal to such Purchaser’s Subordinated Note Amount
from the Company on the Closing Date in accordance with the terms of, and subject to the conditions and provisions set forth in, this
Agreement and the Subordinated Notes. The Subordinated Note Amounts shall be disbursed by the Purchasers in accordance with Section 3.1.



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2.2           The Closing.
The closing of the sale and purchase of the Subordinated Notes (the “Closing”)
shall occur remotely via the electronic or other exchange of documents and signature pages at 10:00 a.m., Central Time, on the Closing
Date, or at such other place or time or on such other date as the parties hereto may agree.


2.3           Payments.
The Company agrees that matters concerning payments and application of payments shall be as set forth in this Agreement and in the Subordinated
Notes.


2.4           No Right of Offset.
Each Purchaser hereby expressly waives any right of offset it may have against the Company or any of its Subsidiaries.


2.5          Use of Proceeds.
The Company shall use the net proceeds from the sale of Subordinated Notes for (1) the repayment of approximately $18.0 million in aggregate
principal amount of outstanding debt under that certain Loan Agreement, dated November 29, 2018, by and between First National Bankers
Bank and the Company (as such Loan Agreement may be amended and/or supplemented from time to time (the “FNBB
Loan”)), and (2) general corporate purposes, including continuing to support the growth of the Bank.


3.            DISBURSEMENT.


3.1          Disbursement.
On the Closing Date, assuming all of the terms and conditions set forth in Section
3.2 have been satisfied by the Company and Purchasers, as applicable, and the Company has executed and delivered to each of
the Purchasers this Agreement and any other related documents in form and substance reasonably satisfactory to the Purchasers, each Purchaser
shall disburse to the Company immediately available funds in the Subordinated Note Amount set forth on each Purchaser’s respective
signature page hereto in exchange for (i) an electronic securities entitlement through the facilities of DTC in accordance with
the Applicable Procedures with a principal amount equal to such Subordinated Note Amount, or (ii) a Subordinated Note with a principal
amount equal to the Subordinated Note Amount ((i) and (ii) collectively, the “Disbursement”).
The Company will deliver (A) a global certificate(s) representing the Subordinated Notes registered in the name of Cede & Co., as
nominee for DTC, to a nominee on behalf of DTC or (B) to the respective Purchaser one or more certificates representing the Subordinated
Notes in definitive form (or provide evidence of the same with the original to be delivered by the Company by overnight delivery on the
next business day in accordance with the delivery instructions of the Purchaser), registered in such names and denominations as such
Purchasers may request.


3.2          Conditions Precedent to Disbursement.


3.2.1       Conditions to the Purchasers’ Obligation.
The obligation of each Purchaser to consummate the purchase of the Subordinated Notes to be
purchased by them at Closing and to effect the Disbursement is subject to delivery by or at the direction of the Company to such Purchaser
each of the following (or written waiver by such Purchaser prior to the Closing of such delivery):


3.2.1.1    Transaction Documents.
This Agreement and either (i) a global certificate(s) representing the Subordinated Notes registered in the name of Cede & Co., as
nominee for DTC, or (ii) one or more certificates representing such Purchaser’s Subordinated Notes in definitive form (collectively,
the “Transaction Documents”), each duly authorized
and executed by the Company.



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3.2.1.2    Authority Documents.


(a)            A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company;


(b)            A certificate of existence of the Company issued by the Secretary of State of the State of Louisiana;


(c)            A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company;


(d)            A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of
the board of directors of the Company authorizing the issuance of the Subordinated Notes and the execution, delivery and performance
of the Transaction Documents;


(e)            An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the
names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in
this Agreement; and


(f)             The opinion of Jones Walker LLP, counsel to the Company, dated as of the Closing Date, substantially
in the form set forth at Exhibit B attached hereto addressed to
the Purchasers and Placement Agent.


3.2.1.3    All covenants, agreements and conditions contained in this Agreement to be performed by Company
on or prior to the Closing Date shall have been performed or complied with in all material respects.


 


3.2.1.4    Consents and Approvals.
The Company shall file any required applications, filings and notices required in connection with this Agreement, as applicable, with
(i) the FRB under the Bank Holding Company Act of 1956, as amended (the “Bank
Holding Company Act”), and receive approval of, or consent or nonobjection to, the foregoing applications, filings and
notices.




3.2.1.5    Other Documents.
Such other certificates, affidavits, schedules, resolutions, notes and/or other documents which are provided for hereunder or as a Purchaser
may reasonably request.



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3.2.1.6    Aggregate Investments.
Prior to, or contemporaneously with the Closing, each Purchaser shall have subscribed for the Subordinated Note Amount set forth on such
Purchaser’s signature page.


3.2.2       Conditions to the Company’s Obligation.


3.2.2.1    With respect to a given Purchaser, the obligation of the Company to consummate the sale of the
Subordinated Notes and to effect the Closing is subject to delivery by or at the direction of such Purchaser to the Company of this Agreement,
duly authorized and executed by such Purchaser and the Company’s receipt of the Subordinated Note Amount set forth on such Purchaser’s
signature page to this Agreement.


4.            REPRESENTATIONS AND WARRANTIES OF COMPANY.


The
Company hereby represents and warrants to each Purchaser as follows:


4.1         
Organization and Authority.


4.1.1       Organization Matters of the Company and Its
Subsidiaries.


4.1.1.1    The Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Louisiana and has all requisite corporate power and authority to conduct its business and activities as presently
conducted, to own its properties, and to perform its obligations under the Transaction Documents. The Company is duly qualified as a
foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be
in good standing would not result in a Material Adverse Effect. The Company is a bank holding company registered with the FRB under the
Bank Holding Company Act of 1956, as amended.


4.1.1.2    The entities listed on Schedule
1 hereto are the only direct or indirect Subsidiaries of the Company. Each Subsidiary of the Company other than the Bank has
been duly organized and is validly existing as a corporation or limited liability company, or, in the case of the Bank, has been duly
chartered and is validly existing as a Louisiana state-chartered bank, in each case in good standing under the laws of the jurisdiction
of its incorporation or formation, has corporate or limited liability company power and authority to own, lease and operate its properties
and to conduct its business and is duly qualified as a foreign corporation or limited liability company to transact business and is in
good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property
or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.
All of the issued and outstanding shares of capital stock or other Equity Interests in each Subsidiary of the Company have been duly
authorized and validly issued, and are fully paid and non-assessable and are owned by the Company, directly or through its Subsidiaries,
and, except for the Equity Interest of the Bank pledged as collateral under the FNBB Loan (as defined below), free and clear of any security
interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of, or other Equity Interests
in, any Subsidiary of the Company were issued in violation of the preemptive or similar rights of any security holder of such Subsidiary
or any other entity.



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4.1.1.3    The deposit accounts of the Bank are insured by the FDIC up to applicable limits. The Bank has
not received any notice or other information indicating that the Bank is not an “insured depository institution” as defined
in 12 U.S.C. Section 1813, nor has any event occurred which could reasonably be expected to materially and adversely affect the status
of the Bank as an FDIC-insured institution. The Company and its Subsidiaries have made payment of all franchise and similar taxes in
all of the respective jurisdictions in which they are incorporated, chartered or qualified, except for any such taxes (i) where the failure
to pay such taxes will not have a Material Adverse Effect, (ii) the validity of which is being contested in good faith or (iii) for which
proper reserves have been set aside on the books of Company or any applicable Subsidiary of Company, as the case may be.


4.1.2       Capital Stock and Related Matters.
The Charter of the Company authorizes the Company to issue 20,000,000 shares of common stock and 10,000,000 shares of preferred stock.
As of the date of this Agreement, there are 10,683,031 shares of the Company’s common stock issued and outstanding and no shares
of the Company’s preferred stock issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized
and validly issued, and is fully paid and non-assessable. There are, as of the date hereof, no outstanding options, rights, warrants
or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional
shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment
to any Person other than the Company except pursuant to the Company’s equity incentive plans duly adopted by the Company’s
board of directors.


4.2         
No Impediment to Transactions.


4.2.1        Transaction is Legal and Authorized.
The issuance of the Subordinated Notes, the borrowing of the aggregate of the Subordinated Note Amount, the execution of the Transaction
Documents and compliance by the Company with all of the provisions of the Transaction Documents are within the corporate and other powers
of the Company.


4.2.2        Agreement.
This Agreement has been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting creditors’ rights generally or by general equitable principles.


4.2.3        Subordinated Notes. The
Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by
the Purchasers in accordance with the terms of this Agreement, will be validly executed and delivered, and will constitute the legal,
valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’
rights generally or by general equitable principles.


4.2.4        Exemption from Registration.
Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer
or sale of the Subordinated Notes. Assuming the accuracy of the representations and warranties of each Purchaser set forth in this Agreement,
the Subordinated Notes will be issued in a transaction exempt from the registration requirements of the Securities Act. No “bad
actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Person described in Rule 506(d)(1) (each,
a “Company Covered Person”). The Company has exercised
reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to
the extent applicable, with its disclosure obligations under Rule 506(e).



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4.2.5        No Defaults or Restrictions.
Neither the execution and delivery of the Transaction Documents by the Company nor compliance by the Company with their respective terms
and conditions will (whether with or without the giving of notice or lapse of time or both) (i) violate, conflict with or result in a
breach of, or constitute a default under: (1) the Charter or Bylaws of the Company; (2) any of the terms, obligations, covenants, conditions
or provisions of any corporate restriction or of any contract, agreement, indenture, mortgage, deed of trust, pledge, bank loan or credit
agreement, or any other agreement or instrument to which the Company or Bank, as applicable, is now a party or by which it or any of
its properties may be bound or affected; (3) any judgment, order, writ, injunction, decree or demand of any court, arbitrator, grand
jury, or Governmental Agency applicable to the Company or the Bank; or (4) any statute, rule or regulation applicable to the Company
or the Bank, except, (x) in the case of item (2) for such violations and conflicts consented to or approved by the counterparty
to the Company or the Bank under any contract, agreement or instrument, and (y) in the case of items (2), (3) or (4), for such violations
and conflicts that would not result in a Material Adverse Effect, or (ii) result in the creation or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any property or asset of the Company. Neither the Company nor the Bank or any of their Subsidiaries
is in default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained
in any indenture or other agreement creating, evidencing or securing Indebtedness of any kind or pursuant to which any such Indebtedness
is issued, or any other agreement or instrument to which the Company, the Bank or any of their Subsidiaries, as applicable, is a party
or by which the Company, the Bank, or any of their Subsidiaries as applicable, or any of its properties may be bound or affected, except,
in each case, only such defaults that would not result in a Material Adverse Effect.


4.2.6       Governmental Consent.
No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been
obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or,
in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements,
if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any
applicable federal or state banking laws and regulations. The Company and Bank have received from the Regulatory Agencies any required
approval of, or consent or nonobjection to, the issuance and sale of the Subordinated Note contemplated by this Agreement.


4.3          Possession of Licenses and Permits.
The Company and its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental
Licenses”) issued by the appropriate Governmental Agencies necessary to conduct the business now operated by them, except
where the failure to possess such Governmental Licenses would not result in a Material Adverse Effect; the Company and each Subsidiary
of the Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply
would not result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where
the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result
in a Material Adverse Effect; and neither the Company nor any Subsidiary of the Company has received any notice of proceedings relating
to the revocation or modification of any such Governmental Licenses.



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4.4          Financial Condition.


4.4.1       Company Financial Statements.
The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which
have been made available to the Purchasers (i) have been prepared from, and are in accordance with, the books and records of the Company;
(ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial
position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set
forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable;
(iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements
as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved,
except, in each case, (x) as indicated in such statements or in the notes thereto, (y) for any statement therein or omission therefrom
that was corrected, amended, or supplemented or otherwise disclosed or updated in a subsequent Company’s Report, and (z) to the
extent that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal
and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate.
The books and records of the Company, the Bank and their Subsidiaries have been, and are being, maintained in all material respects in
accordance with GAAP and any other applicable legal and accounting requirements. Neither the Company, the Bank nor any of their Subsidiaries
have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become
due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained
in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and
for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the
transactions contemplated hereby.


4.4.2       Absence of Default.
Since December 31, 2019, no event has occurred which either of itself or with the lapse of time or the giving of notice or both,
would give any creditor of the Company the right to accelerate the maturity of any material Indebtedness of the Company. Neither the
Company, nor the Bank or any of their Subsidiaries is not in default under any other Lease, agreement or instrument, or any law, rule,
regulation, order, writ, injunction, decree, determination or award, except where non-compliance would not result in a Material Adverse
Effect.



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4.4.3       Solvency.
After giving effect to the consummation of the transactions contemplated by this Agreement, the Company has capital sufficient to carry
on its business and is solvent and able to pay its debts as they mature. No transfer of property is being made and no Indebtedness is
being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either
present or future creditors of the Company or any Subsidiary of the Company.


4.4.4       Ownership of Property.
The Company, the Bank and each of their Subsidiaries has good and marketable title as to all real property owned by it and good title
to all assets and properties owned by the Company and such Subsidiary in the conduct of its businesses, whether such assets and properties
are real or personal, tangible or intangible, including assets and property reflected in the most recent balance sheet contained in the
Company’s Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in
the ordinary course of business, since the date of such balance sheet), subject to no encumbrances, liens, mortgages, security interests
or pledges, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from
or other obligations to the Federal Home Loan Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by
the Bank acting in a fiduciary capacity, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith
and (iii) such as do not, individually or in the aggregate, materially and adversely affect the value of such property and do not materially
and adversely interfere with the use made and proposed to be made of such property by the Company, the Bank or any of their Subsidiaries.
The Company, the Bank and each of their Subsidiaries, as lessee, has the right under valid and existing Leases of real and personal properties
that are material to the Company or such Subsidiary, as applicable, in the conduct of its business to occupy or use all such properties
as presently occupied and used by it. Such existing Leases and commitments to Lease constitute or will constitute operating Leases for
both tax and financial accounting purposes except as otherwise disclosed in the Company’s Reports and the Lease expense and minimum
rental commitments with respect to such Leases and Lease commitments are as disclosed in all material respects in the Company’s
Reports.


4.5          No
Material Adverse Change. Since December 31, 2019, there has been no development or event
which has had or could reasonably be expected to result in a Material Adverse Effect.


4.6          Legal Matters.


4.6.1       Compliance
with Law. The Company, the Bank and each of their Subsidiaries (i) has complied with, (ii) to
the Company’s knowledge, is not under investigation with respect to, and has not been threatened to be charged with, or (iii) has
not been provided any written notice of any material violation of any applicable statutes, rules, regulations, orders and restrictions
of any domestic or foreign government, or any instrumentality or agency thereof, having jurisdiction over the conduct of its business
or the ownership of its properties, except where any such failure to comply or violation would not result in a Material Adverse Effect.
The Company, the Bank and each of their Subsidiaries is in compliance with, and at all times since January 1, 2015 has been in compliance
with, (x) all statutes, rules, regulations, orders and restrictions of any domestic or foreign government, or any Governmental Agency,
applicable to it, and (y) its own privacy policies and written commitments to customers, consumers and employees, concerning data protection,
the privacy and security of personal data, and the nonpublic personal information of its customers, consumers and employees, in each
case except where any such failure to comply, would not result in a Material Adverse Effect. At no time during the two years prior to
the date hereof has the Company, the Bank or any of their Subsidiaries received any written notice asserting any violations of any of
the foregoing.



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4.6.2       Regulatory Enforcement Actions.
The Company and its Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental
Agency applicable to it or to them, except where the failure to comply would not result in a Material Adverse Effect. None of the Company
or its Subsidiaries, nor any of their officers or directors, is now operating under any restrictions, agreements, memoranda, commitment
letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application)
imposed by any Governmental Agency, nor are, to the Company’s knowledge, (a) any such restrictions threatened, (b) any agreements,
memoranda or commitments being sought by any Governmental Agency, or (c) any legal or regulatory violations previously identified by,
or penalties or other remedial action previously imposed by, any Governmental Agency remains unresolved.


4.6.3       Pending
Litigation. There are no actions, suits, proceedings or written agreements pending, or,
to the Company’s knowledge, threatened or proposed, against the Company, the Bank or any of their Subsidiaries at law or in equity
or before or by any Governmental Agency, that would reasonably be expected to result in a Material Adverse Effect or affect the issuance
or payment of the Subordinated Notes; and neither the Company nor any of its Subsidiaries is a party to or named as subject to the provisions
of any order, writ, injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign,
that would result in a Material Adverse Effect.


4.6.4       Environmental.
Except as would not result in a Material Adverse Effect, (i) no Property is or, to the Company’s knowledge, has been a site
for the use, generation, manufacture, storage, treatment, release, threatened release, discharge, disposal, transportation or presence
of any Hazardous Materials and neither the Company nor any of its Subsidiaries has engaged in such activities, and (ii) there are
no claims or actions pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries by any Governmental
Agency or by any other Person relating to any Hazardous Materials or pursuant to any Hazardous Materials Law.


4.6.5       Brokerage Commissions.
Except for commissions paid or payable to the Placement Agent, neither the Company nor any Affiliate of the Company is obligated to pay
any brokerage commission or finder’s fee to any Person in connection with the transactions contemplated by this Agreement.


4.6.6       Investment Company Act.
Neither the Company nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment
company,” within the meaning of the Investment Company Act of 1940, as amended.


4.7         
No Misstatement.
None of the representations or warranties made in this Agreement or in any certificate or other document delivered to the Purchasers
by or on behalf of the Company, the Bank or any of their Subsidiaries pursuant to or in connection with the negotiation, execution or
performance of this Agreement contains any untrue statement of a material fact, or omits to state a material fact or any fact necessary
to make the statements contained therein not misleading in light of the circumstances in which they were made.



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4.8          Internal
Accounting Controls. The Company and each Subsidiary has established and maintains a system
of internal control over financial reporting that pertains to the maintenance of records that accurately and fairly reflect the transactions
and dispositions of the Company’s assets (on a consolidated basis), provides reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s and its Subsidiaries’
receipts and expenditures are being made only in accordance with authorizations of the Company management and Board of Directors, and
provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the
Company on a consolidated basis that would result in a Material Adverse Effect. Such internal control over financial reporting is effective
to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s
financial statements for external purposes in accordance with GAAP. Since December 31, 2019, there has not been and there currently
is not (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting
which is reasonably likely to adversely affect its ability to record, process, summarize and report financial information, or (ii) any
fraud, whether or not material, that involves management or other employees who have a role in the Company’s or its Subsidiaries’
internal control over financial reporting.


4.9          Tax Matters. The
Company, the Bank and each Subsidiary have (i) filed all material foreign, U.S. federal, state and local tax returns, information returns
and similar reports that are required to be filed (taking into account extensions) with governmental tax agencies, and all such tax returns
are true, correct and complete in all material respects, and (ii) paid all material taxes required to be paid by them (taking into account
extensions) and any other material assessment, fine or penalty levied against them other than taxes (x) currently payable without penalty
or interest, or (y) being contested in good faith by appropriate proceedings.


4.10        Exempt Offering. Assuming
the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities
Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.


4.11        Representations and Warranties Generally.
The representations and warranties of the Company set forth in this Agreement or in any other document delivered to the Purchasers by
or on behalf of the Company pursuant to or in connection with this Agreement that do not contain a “Material Adverse Effect”
qualification or other express qualification are true and correct in all material respects as of the date hereof and as of the Closing
Date, and as of such other date as otherwise specifically provided herein. The representations and warranties of the Company set forth
in this Agreement that contain a “Material Adverse Effect” qualification or any other express materiality or similar qualification
are true and correct as of the date hereof and as of the Closing Date, and as of such other date as otherwise specifically provided herein.



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5.            GENERAL COVENANTS, CONDITIONS AND AGREEMENTS.


The
Company hereby further covenants and agrees with each Purchaser as follows:


5.1          Compliance with Transaction Documents.
The Company shall comply with, observe and timely perform each and every one of its covenants, agreements and obligations under the Transaction
Documents.


5.2          Affiliate Transactions.
The Company shall not itself, nor shall it cause, permit or allow any of its Subsidiaries to enter into any material transaction, including,
the purchase, sale or exchange of property or the rendering of any service, with any Affiliate of the Company except in the ordinary
course of business and upon terms consistent with applicable laws and regulations and reasonably found by the appropriate board(s) of
directors to be fair and reasonable and no less favorable to the Company or such Affiliate than would be obtained in a comparable arm’s
length transaction with a Person not an Affiliate.


5.3          Compliance with Laws.


5.3.1       Generally.
The Company shall comply and cause its Subsidiaries to comply in all material respects with all applicable statutes, rules, regulations,
orders and restrictions in respect of the conduct of its business and the ownership of its properties, except, in each case, where such
noncompliance would not result in a Material Adverse Effect.


5.3.2       Regulated Activities.
The Company shall not itself, nor shall it cause, permit or allow the Bank or any of their Subsidiaries to (i) engage in any business
or activity not permitted by all applicable laws and regulations, except where such business or activity would not result in a Material
Adverse Effect or (ii) make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the
capital stock, assets or obligations of or any interest in another bank or depository institution, in each case other than in accordance
with applicable laws and regulations and safe and sound banking practices.


5.3.3       Taxes.
The Company shall and shall cause the Bank and their Subsidiaries to promptly pay and discharge all material taxes, assessments and other
governmental charges imposed upon the Company, the Bank and their Subsidiaries or upon the income, profits, or property of the Company,
the Bank or any Subsidiary and all claims for labor, material or supplies which, if unpaid, will result in the imposition of a lien or
charge upon the property of the Company, the Bank or any of their Subsidiaries. Notwithstanding the foregoing, none of the Company, the
Bank or any of their Subsidiaries shall be required to pay any such tax, assessment, charge or claim, so long as the validity thereof
shall be contested in good faith by appropriate proceedings, and appropriate reserves therefor shall be maintained on the books of the
Company, the Bank and/or such Subsidiary.


5.3.4       Corporate Existence.
The Company shall do or cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and
the corporate or limited liability company existence of its Subsidiaries and its and their rights and franchises, and comply in all material
respects with all related laws applicable to the Company and its Subsidiaries; provided, however that the Company may consummate the
transactions described in Section 9(b) of the Subordinated Notes in accordance with the provisions of that section.



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


5.3.6        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 as promptly as practicable notify the Noteholder (as defined
in the Subordinated Note), and thereafter the Company and the Noteholder (as defined in the Subordinated Note) will work together in
good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations
evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Agreement shall limit
the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event as described in the Subordinated
Notes.


5.4          Use of Proceeds. The
Company shall use the net proceeds from the sale of Subordinated Notes for (1) the repayment of approximately $18.0 million in aggregate
principal amount of outstanding debt under the FNBB Loan, and (2) general corporate purposes, including continuing to support the growth
of the Bank.


5.5          Absence of Control.
It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents,
be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly
or indirectly, a controlling influence over the management or policies of the Company.


5.6          Secondary Market Transactions.
To the extent and so long as not in violation of Section 6.4
hereof, each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof
in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership
interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary
Market Transaction”). In connection with any such Secondary Market Transaction, the Company shall reasonably cooperate
with the Purchasers and otherwise reasonably assist the Purchasers in satisfying the market standards to which Purchasers customarily
adhere or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary
Market Transaction, but in no event shall the Company be required to incur any costs or expenses in excess of $10,000 in connection therewith.
Subject to any written confidentiality obligation, including the terms of any non-disclosure agreements between Purchaser and the Company,
all information regarding the Company may be furnished to any the Purchaser and to any Person reasonably deemed necessary by the Purchaser
in connection with participation in such Secondary Market Transaction. The Purchaser shall cause any Person to whom the Purchaser wishes
to deliver Company confidential information related to the Secondary Market Transaction to execute and deliver to the Company a non-disclosure
agreement reasonably acceptable to the Company unless such Person is a party to a commercially reasonable non-disclosure agreement to
which the Company is a third party beneficiary. All documents, financial statements, appraisals and other data relevant to the Company
or the Subordinated Notes may be retained by any such Person, subject to the terms of any applicable nondisclosure agreement.



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5.7          Bloomberg.
The Company shall use commercially reasonable efforts to cause the Subordinated Notes to be quoted on Bloomberg.


5.8          Rule 144A Information. While
any Subordinated Notes remain “restricted securities” within the meaning of the Securities Act, the Company will make available,
upon request, to any seller of such Subordinated Notes the information specified in Rule 144A(d)(4) under the Securities Act, unless
the Company is then subject to Section 13 or 15(d) of the Exchange Act.


5.9          NRSRO Rating.
The Company will use commercially reasonable efforts to maintain a rating by a nationally recognized statistical rating organization
(“NRSRO”) while any Subordinated Notes remain outstanding.


6.            REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PURCHASERS.


Each
Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:


6.1          Legal
Power and Authority. Purchaser has all necessary power and authority to execute, deliver
and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Purchaser is an entity duly
organized, validly existing and in good standing under the laws of its jurisdiction of organization.


6.2          Authorization and Execution.
The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of such Purchaser,
and, assuming due authorization, execution and delivery by Company, this Agreement is a legal, valid and binding obligation of such Purchaser,
enforceable against such Purchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.



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6.3          No Conflicts.
Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any of the transactions contemplated
thereby will conflict with, violate, constitute a breach of or a default (whether with or without the giving of notice or lapse of time
or both) under (i) Purchaser’s organizational documents, (ii) any agreement to which Purchaser is party, (iii) any law applicable
to it or (iv) any order, writ, judgment, injunction, decree, determination or award binding upon or affecting Purchaser.


6.4          Purchase for Investment.
Purchaser is purchasing the Subordinated Note for its own account and not with a view to distribution and with no present intention of
reselling, distributing or otherwise disposing of the same. Purchaser has no present or contemplated agreement, undertaking, arrangement,
obligation, Indebtedness or commitment providing for, or which is likely to compel, a disposition of the Subordinated Notes in any manner.


6.5          Institutional Accredited Investor.
Purchaser is and will be on the Closing Date either (i) an institutional “accredited investor” as such term is defined in
Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, with no less than
$5,000,000 in total assets, or (ii) a QIB.


6.6          Financial and Business Sophistication.
Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of
the prospective investment in the Subordinated Notes. Purchaser has relied solely upon its own knowledge of, and/or the advice of its
own legal, financial or other advisors with regard to, the legal, financial, tax and other considerations involved in deciding to invest
in the Subordinated Notes.


6.7          Ability to Bear Economic Risk of Investment.
Purchaser recognizes that an investment in the Subordinated Notes involves substantial risk. It has the ability to bear the economic
risk of the prospective investment in the Subordinated Notes, including the ability to hold the Subordinated Notes indefinitely, and
further including the ability to bear a complete loss of all of its investment in the Company.


6.8          Information.
Purchaser acknowledges that (i) it is not being provided with the disclosures that would be required if the offer and sale of the Subordinated
Notes were registered under the Securities Act, nor is it being provided with any offering circular or prospectus prepared in connection
with the offer and sale of the Subordinated Notes; (ii) it has conducted its own examination of the Company and the terms of the Subordinated
Notes to the extent it deems necessary to make its decision to invest in the Subordinated Notes; and (iii) it has availed itself of publicly
available financial and other information concerning the Company to the extent it deems necessary to make its decision to purchase the
Subordinated Notes. Purchaser has reviewed the information set forth in the Company’s Reports, the exhibits hereto and the information
contained in the data room established by the Company in connection with the transactions contemplated by this Agreement.



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6.9          Access to Information.
Purchaser acknowledges that it and its advisors have been furnished with all materials relating to the business, finances and operations
of the Company that have been requested by it or its advisors and have been given the opportunity to ask questions of, and to receive
answers from, persons acting on behalf of the Company concerning terms and conditions of the transactions contemplated by this Agreement
in order to make an informed and voluntary decision to enter into this Agreement.


6.10        Investment Decision.
Purchaser has made its own investment decision based upon its own judgment, due diligence and advice from such advisors as it has deemed
necessary and not upon any view expressed by any other Person or entity, including the Placement Agent. Neither such inquiries nor any
other due diligence investigations conducted by Purchaser or its advisors or representatives, if any, shall modify, amend or affect its
right to rely on the Company’s representations and warranties contained herein. Purchaser is not relying upon, and has not relied
upon, any advice, statement, representation or warranty made by any Person by or on behalf of the Company, including, without limitation,
the Placement Agent, except for the express statements, representations and warranties of the Company made or contained in this Agreement.
Furthermore, Purchaser acknowledges that (i) the Placement Agent has not performed any due diligence review on behalf of it and (ii)
nothing in this Agreement or any other materials presented by or on behalf of the Company to it in connection with the purchase of the
Subordinated Notes constitutes legal, tax or investment advice.


6.11        Private Placement; No Registration; Restricted
Legends. Purchaser understands and acknowledges that the Subordinated Notes are being sold
by the Company without registration under the Securities Act in reliance on the exemption from federal and state registration set forth
in, respectively, Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act and Section 18 of the Securities
Act, or any state securities laws, and accordingly, may not be resold, pledged or otherwise transferred except pursuant to available
exemptions from the Securities Act and applicable state securities laws. Purchaser is not subscribing for the Subordinated Notes as a
result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar
media or broadcast over television or radio, or presented at any seminar or meeting or any other method of “general solicitation”
as that term is defined in Regulation D. It further acknowledges and agrees that all certificates or other instruments representing
the Subordinated Notes will bear the restrictive legend set forth in the form of Subordinated Note. It further acknowledges its primary
responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Subordinated Notes or any interest
therein without complying with the requirements of the Securities Act and the rules and regulations promulgated thereunder and the requirements
set forth in this Agreement.


6.12        Placement Agent.
Purchaser will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agent and understands that neither
the Placement Agent nor any other broker or dealer has any obligation to make a market in the Subordinated Notes.


6.13        Tier 2 Capital.
If the Company provides notice as contemplated in Section 5.3.6
of the occurrence of the event contemplated in such section, thereafter the Company and the Noteholder (as defined in the Subordinated
Note) will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable
portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained
in this Agreement shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event
as described in the Subordinated Notes.



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6.14        Accuracy of Representations.
Purchaser understands that each of the Placement Agent and the Company are relying upon the truth and accuracy of the foregoing representations,
acknowledgements and agreements in connection with the transactions contemplated by this Agreement.


6.15        Representations and Warranties Generally.
The representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the date hereof and will be
true and correct as of the Closing Date and as otherwise specifically provided herein. Purchaser agrees that if any of the representations
or acknowledgements made by it are no longer accurate as of the Closing Date, or if any of the agreements by it are breached on or prior
to the Closing Date, it shall promptly notify the Company. Any certificate signed by a duly authorized representative of the Purchaser
and delivered to the Company or to counsel for the Company shall be deemed to be a representation and warranty by the Purchaser to the
Company as to the matters set forth therein.


7.            MISCELLANEOUS.


7.1          Prohibition
on Assignment by the Company. Except as described in Section 9(b) (Merger or Sale of Assets)
of the Subordinated Notes, the Company may not assign, transfer or delegate any of its rights or obligations under this Agreement or
the Subordinated Notes without the prior written consent of all the Noteholders (as defined in the Subordinated Note). In addition, in
accordance with the terms of the Subordinated Notes, any transfer of such Subordinated Notes by the Noteholders (as defined in the Subordinated
Note) must be made in accordance with the Assignment Form attached thereto and the requirements and restrictions thereof.


7.2          Time of the Essence.
Time is of the essence for this Agreement.


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



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7.4          Severability.
Any provision of this Agreement which is unenforceable or invalid or contrary to law, or the inclusion of which would adversely affect
the validity, legality or enforcement of this Agreement, shall be of no effect and, in such case, all the remaining terms and provisions
of this Agreement shall subsist and be fully effective according to the tenor of this Agreement the same as though any such invalid portion
had never been included herein. Notwithstanding any of the foregoing to the contrary, if any provisions of this Agreement or the application
thereof are held invalid or unenforceable only as to particular persons or situations, the remainder of this Agreement, and the application
of such provision to persons or situations other than those to which it shall have been held invalid or unenforceable, shall not be affected
thereby, but shall continue valid and enforceable to the fullest extent permitted by law.


7.5          Notices.
Any notice which any party hereto may be required or may desire to give hereunder shall be deemed to have been given if in writing and
if delivered personally, or if mailed, postage prepaid, by United States registered or certified mail, return receipt requested, or if
delivered by a responsible overnight commercial courier promising next business day delivery, addressed:


	if to the Company:	First Trust Corporation

    909 Poydras Street

    Suite 1700

    New Orleans, LA 70112

    Attention: Gary Blossman

    gblossman@fbtonline.com



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	with a copy to (which shall not constitute
    notice):	Jones Walker LLP

    201 St. Charles Avenue, Suite 5100

    New Orleans, LA 70170

    Attention: Rudolph R. Ramelli

    rramelli@joneswalker.com

	 	 
	if to the Purchasers:	To the address indicated on such Purchaser’s
    signature page.


 


or to such other
address or addresses as the party to be given notice may have furnished in writing to the party seeking or desiring to give notice, as
a place for the giving of notice; provided that no change in address shall be effective until five (5) Business Days after being given
to the other party in the manner provided for above. Any notice given in accordance with the foregoing shall be deemed given when delivered
personally or, if mailed, three (3) Business Days after it shall have been deposited in the United States mails as aforesaid or, if sent
by overnight courier, the Business Day following the date of delivery to such courier (provided next business day delivery was requested).


7.6          Successors and Assigns.
This Agreement shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns; except
that, unless a Purchaser consents in writing, no assignment made by the Company in violation of this Agreement shall be effective or
confer any rights on any purported assignee of the Company. The term “successors and assigns” will not include a purchaser
of any of the Subordinated Notes from any Purchaser merely because of such purchase.


7.7          No Joint Venture.
Nothing contained herein or in any document executed pursuant hereto and no action or inaction whatsoever on the part of a Purchaser,
shall be deemed to make a Purchaser a partner or joint venturer with the Company.


7.8          Documentation.
All documents and other matters required by any of the provisions of this Agreement to be submitted or furnished to a Purchaser shall
be in form and substance satisfactory to such Purchaser.


7.9          Entire Agreement.
This Agreement and the Subordinated Notes, along with any exhibits thereto and the non-disclosure agreement between the Purchaser and
the Company, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified
or amended in any manner other than by supplemental written agreement executed by the parties hereto. No party, in entering into this
Agreement, has relied upon any representation, warranty, covenant, condition or other term that is not set forth in this Agreement or
in the Subordinated Notes.


7.10        Choice of Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its laws
or principles of conflict of laws. Nothing herein shall be deemed to limit any rights, powers or privileges which a Purchaser may have
pursuant to any law of the United States of America or any rule, regulation or order of any department or agency thereof and nothing
herein shall be deemed to make unlawful any transaction or conduct by a Purchaser which is lawful pursuant to, or which is permitted
by, any of the foregoing.



    22


     


    




7.11        No Third Party Beneficiary.
This Agreement is made for the sole benefit of the Company and the Purchasers, and no other Person shall be deemed to have any privity
of contract hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, nor shall any other Person have any right
of action of any kind hereon or be deemed to be a third party beneficiary hereunder; provided,
that the Placement Agent may rely on the representations and warranties contained herein to the same extent as if it were a party to
this Agreement.


7.12        Legal Tender of United States.
All payments hereunder shall be made in coin or currency which at the time of payment is legal tender in the United States of America
for public and private debts.


7.13        Captions; Counterparts.
Captions contained in this Agreement in no way define, limit or extend the scope or intent of their respective provisions. This Agreement
may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. In
the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile signature page were an original thereof.


7.14        Knowledge; Discretion.
All references herein to a Purchaser’s or the Company’s knowledge shall mean the actual knowledge, without investigation,
of such party’s Chief Executive Officer and Chief Financial Officer or such other persons holding equivalent offices. Unless specified
to the contrary herein, all references herein to an exercise of discretion or judgment by a Purchaser, to the making of a determination
or designation by a Purchaser, to the application of a Purchaser’s discretion or opinion, to the granting or withholding of a Purchaser’s
consent or approval, to the consideration of whether a matter or thing is satisfactory or acceptable to a Purchaser, or otherwise involving
the decision making of a Purchaser, shall be deemed to mean that such Purchaser shall decide using the reasonable discretion or judgment
of a prudent lender.


7.15        Waiver Of Right To Jury Trial.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT THEY MAY
HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS, OR ANY OTHER STATEMENTS
OR ACTIONS OF THE COMPANY OR THE PURCHASERS. THE PARTIES ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT
AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL. THE PARTIES FURTHER ACKNOWLEDGE THAT (I)
THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (II) THIS WAIVER HAS BEEN REVIEWED BY THE PARTIES AND THEIR
COUNSEL AND IS A MATERIAL INDUCEMENT FOR ENTRY INTO THIS AGREEMENT AND (III) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH TRANSACTION
DOCUMENTS AS IF FULLY INCORPORATED THEREIN.



    23


     


    




7.16        Expenses.
Except as otherwise provided in this Agreement, each of the parties will bear and pay all other costs and expenses incurred by it or
on its behalf in connection with the transactions contemplated pursuant to this Agreement.


7.17        Survival.
Each of the representations and warranties set forth in this Agreement shall survive the consummation of the transactions contemplated
hereby for a period of one year after the date hereof. Except as otherwise provided herein, all covenants and agreements contained herein
shall survive until, by their respective terms, they are no longer operative.


 


[Signature
Pages Follow]




    24


     


    

IN
WITNESS WHEREOF, the Company has caused this Subordinated Note Purchase Agreement to be executed
by its duly authorized representative as of the date first above written.


	 	 	 
	 	COMPANY:
	 	 	 
	 	FIRST
    TRUST CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:  Joseph
    C. Canizaro
	 	 	Title:  Chief
    Executive Officer


 


[Company Signature
Page to Subordinated Note Purchase Agreement]




    


     


    

IN
WITNESS WHEREOF, the Purchaser has caused this Subordinated Note Purchase Agreement to be executed
by its duly authorized representative as of the date first above written.


	 	 	 
	 	PURCHASER:
	 	 	 
	 	[INSERT PURCHASER’S NAME]
	 	 	 
	 	By:	 
	 	 	Name: [●]
	 	 	Title:[●]
	 	 	 
	 	Address of Purchaser:
	 	 	 
	 	[●]	 
	 	 	 
	 	Principal Amount of Purchased Subordinated
    Note:
	 	 	 
	 	$[●]	 


 


[Purchaser Signature Page to Subordinated Note Purchase Agreement]




    


     


    

EXHIBIT
A


FORM
OF SUBORDINATED NOTE




    


     


    

EXHIBIT
A


FIRST
TRUST CORPORATION


5.50%
FIXED-TO-FLOATING RATE SUBORDINATED NOTE

DUE DECEMBER 30, 2030


THE INDEBTEDNESS
EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY OR FUND.


THE INDEBTEDNESS
EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION
3 (SUBORDINATION) OF THIS SUBORDINATED NOTE) OF FIRST TRUST CORPORATION (THE “COMPANY”),
INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL AND SECURED CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION
OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.


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


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


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



    	A-1



    	 



    




IN THE EVENT
OF THE LIQUIDATION OR INSOLVENCY OF THE COMPANY, ALL HOLDERS OF SENIOR INDEBTEDNESS OF THE COMPANY SHALL BE ENTITLED TO BE PAID IN FULL
WITH SUCH ACCRUED AND UNPAID INTEREST THEREON AS MAY BE PERMITTED BY LAW BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF
OR INTEREST ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH HOLDERS OF SENIOR INDEBTEDNESS, THE HOLDER OF
THIS SUBORDINATED NOTE, TOGETHER WITH THE HOLDERS OF ANY OBLIGATIONS OF THE COMPANY RANKING ON A PARITY WITH THE SUBORDINATED NOTES,
SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE COMPANY THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE PLUS ACCRUED
AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL BE MADE (i)
with respect to any obligation that by its terms expressly is junior in the right of payment to the Subordinated Notes, (ii) WITH RESPECT
TO any indebtedness between the Company and any of its subsidiaries or affiliates or (iII) WITH RESPECT TO ANY SHARES OF CAPITAL
STOCK OF THE COMPANY.


THIS SUBORDINATED
NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED
TRANSFER OF THIS SUBORDINATED NOTE IN A DENOMINATION OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.
ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF PAYMENTS ON THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN
THIS SUBORDINATED NOTE.


THIS SUBORDINATED
NOTE MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, OR ANY OTHER
APPLICABLE SECURITIES LAWS. NEITHER THIS SUBORDINATED NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



    	A-2



    	 



    




CERTAIN
ERISA CONSIDERATIONS:


THE HOLDER OF
THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
(EACH, A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED NOTE OR ANY INTEREST
HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SUBORDINATED NOTE,
OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING.
ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
THEREOF THAT EITHER: (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE,
A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN
ASSETS” OF ANY SUCH PLAN OR OTHER PLAN TO FINANCE SUCH PURCHASE OR (II) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.


ANY
FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT WITH HIS OR
HER LEGAL COUNSEL PRIOR TO ACQUIRING THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN.




    	A-3



    	 



    



	No. [●]	CUSIP Accredited Investors: 33739X AC0 / US33739XAC02
	 	CUSIP QIBs: 33739X AB2 / US33739XAB29



 


FIRST
TRUST CORPORATION


5.50% FIXED-TO-FLOATING
RATE SUBORDINATED NOTE DUE DECEMBER 30, 2030


1.            Subordinated Notes. This subordinated note is one of an issue of notes of First Trust
Corporation, a Louisiana corporation (the “Company”), designated as the “5.50% Fixed-to-Floating Rate Subordinated
Notes due 2030” (the “Subordinated Notes”) issued
pursuant to that Subordinated Note Purchase Agreement dated as of the date upon which this Subordinated Note was originally issued (the
“Issue Date”) between the Company and the several
purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase
Agreement”).


2.            Payment. The Company, for value received, promises to pay to CEDE & CO, or its registered
assigns, the principal sum of [●] Dollars (U.S.) ($[●],000,000), plus accrued but unpaid interest on December 30, 2030 (the
“Maturity Date”) and to pay interest thereon (i) from
and including the original issue date of the Subordinated Notes to but excluding December 30, 2025 or the earlier redemption date contemplated
by Section 4 (Redemption) of this Subordinated Note (the “Fixed
Rate Period”), at the rate of 5.50% 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 30 and December 30 of each year (each payment date, a “Fixed
Interest Payment Date”), beginning June 30, 2021, and (ii) from and including December 30, 2025 to but excluding the
Maturity Date or earlier redemption date contemplated by Section 4
(Redemption) of this Subordinated Note (the “Floating Rate Period”),
at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination
Date (as defined below) of the applicable interest period plus 527 basis points, computed on the basis of a 360-day year and the actual
number of days elapsed and payable quarterly in arrears (each quarterly period a “Floating
Interest Period”) on March 30, June 30, September 30 and December 30 of each year (each payment date, a “Floating
Interest Payment Date”). Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half
cent being rounded up. The term “Floating Interest Determination Date”
means the date upon which the Floating Interest Rate is determined by the Calculation Agent pursuant to the Three-Month Term SOFR Conventions.
Notwithstanding anything to the contrary, (i) in the event the Three-Month Term SOFR (as defined below) is less than zero, the Three-Month
Term SOFR shall be deemed to be zero, and (ii) if a Benchmark Transition Event (as defined below) and its related Benchmark Replacement
Date (as defined below) have occurred and the Benchmark Replacement (as defined below) is less than zero, then the Benchmark Replacement
shall be deemed to be zero.


(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):



    	A-4



    	 



    




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




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




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


(c)            Effect
of Benchmark Transition Event.


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


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


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


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


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



    	A-5



    	 



    




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


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


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


(v)          
As used in this Subordinated Note:


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


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




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


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


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


d.              the
sum of: (i) the alternate rate of interest that has been selected by the Company as the replacement for the then-current Benchmark
for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current
Benchmark for U.S. dollar denominated floating rate notes at such time and (ii) the Benchmark Replacement Adjustment.



    	A-6



    	 



    




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


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


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


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


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


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


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


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


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


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



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


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


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


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


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


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


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


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


b.              if, and to the extent that, the Company or its designee reasonably 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.



    	A-8



    	 



    




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


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


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


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


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


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


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


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


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


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


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



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(19)          “SOFR”
means the daily Secured Overnight Financing Rate provided by the FRBNY, as the administrator of the benchmark (or a successor administrator),
on the FRBNY’s Website.


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


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


(22)          “Three-Month
Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator
at the Reference Time for any Floating Interest Period, as determined by the Calculation Agent after giving effect to the Three-Month
Term SOFR Conventions.


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


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


(d)           In the event that any Fixed Interest Payment Date during the Fixed Rate Period falls on a day that is not a Business Day (as defined
below), the interest payment due on that date shall be postponed to the next day that is a Business Day and no additional interest shall
accrue as a result of that postponement. In the event that any Floating Interest Payment Date during the Floating Rate Period falls on
a day that is not a Business Day (as defined below), the interest payment due on that date shall be postponed to the next day that is
a Business Day and interest shall accrue to but excluding the date interest is paid. However, if the postponement would cause the day
to fall in the next calendar month during the Floating Interest Period, the Floating Interest Payment Date shall instead be due on the
immediately preceding Business Day. The term “Business Day” means any day other than a Saturday or Sunday or any other day
on which banking institutions in the State of Louisiana are generally authorized or required by law or executive order to be closed.



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3.            Subordination.


(a)            The indebtedness of the Company evidenced by this Subordinated Note, including the principal and interest on this Subordinated
Note, shall be subordinate and junior in right of payment to the prior payment in full of all existing claims of creditors of the Company
whether now outstanding or subsequently created, assumed, guaranteed or incurred (collectively, “Senior
Indebtedness”), which shall consist of principal of (and premium, if any) and interest, if any, on: (i) all indebtedness
and obligations of, or guaranteed or assumed by, the Company for money borrowed, whether or not evidenced by bonds, debentures, securities,
notes or other similar instruments, and including, but not limited to all obligations to the Company’s general and secured creditors;
(ii) any deferred obligations of the Company for the payment of the purchase price of property or assets acquired other than in the ordinary
course of business; (iii) all obligations, contingent or otherwise, of the Company in respect of any letters of credit, bankers’
acceptances, security purchase facilities and similar direct credit substitutes; (iv) any capital lease obligations of the Company; (v)
all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency
swap agreements, currency future or option contracts, commodity contracts and other similar arrangements or derivative products; (vi)
all obligations that are similar to those in clauses (i) through (v) of other persons for the payment of which the Company is responsible
or liable as obligor, guarantor or otherwise arising from an off-balance sheet guarantee; (vii) all obligations of the types referred
to in clauses (i) through (vi) of other persons secured by a lien on any property or asset of the Company; and (viii) in the case of
(i) through (vii) above, all amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations; except
“Senior Indebtedness” does not include (A) the Subordinated Notes, (B) any obligation that by its terms expressly
is junior to, or ranks equally in right of payment with, the Subordinated Notes, or (C) any indebtedness between the Company and any
of its subsidiaries or Affiliates. This Subordinated Note is not secured by any assets of the Company or any of its subsidiaries or Affiliates.
The term “Affiliate(s)” means, with respect to any
Person (as such term is defined in the Purchase Agreement), such Person’s immediate family members, partners, members or parent
and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said
Person and their respective Affiliates.


(b)           In the event of liquidation of the Company, holders of Senior Indebtedness of the Company shall be entitled to be paid in full
with such interest as may be provided by law before any payment shall be made on account of principal of or interest on this Subordinated
Note. Additionally, in the event of any insolvency, dissolution, assignment for the benefit of creditors or any liquidation or winding
up of or relating to the Company, whether voluntary or involuntary, holders of Senior Indebtedness shall be entitled to be paid in full
before any payment shall be made on account of the principal of or interest on the Subordinated Notes, including this Subordinated Note.
In the event of any such proceeding, after payment in full of all sums owing with respect to the Senior Indebtedness, the registered
holders of the Subordinated Notes from time to time (each a “Noteholder”
and, collectively, the “Noteholders”), together with
the holders of any obligations of the Company ranking on parity with the Subordinated Notes, shall be entitled to be paid from the remaining
assets of the Company the unpaid principal thereof, and the unpaid interest thereon before any payment or other distribution, whether
in cash, property or otherwise, shall be made (i) with respect to any obligation that by its terms expressly is junior to in the right
of payment to the Subordinated Notes, (ii) with respect to the existing junior subordinated debentures of the Company (underlying the
outstanding trust preferred securities) as of the date of the issuance of this Subordinated Note to which this Subordinated Note shall
be senior, (iii) with respect to any indebtedness between the Company and any of its subsidiaries or Affiliates or (iv) on account of
any capital stock.



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(c)            If there shall have occurred and be continuing (i) a default in any payment with respect to any Senior Indebtedness or (ii) an
event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such
payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company
with respect to the Subordinated Notes. The provisions of this paragraph shall not apply to any payment with respect to which the immediately
preceding paragraph of this Section 3 (Subordination) would be
applicable.


(d)           Nothing herein shall act to prohibit, limit or impede the Company from issuing additional debt of the Company having the same
rank as the Subordinated Notes or which may be junior or senior in rank to the Subordinated Notes. Each Noteholder, by its acceptance
hereof, agrees to and shall be bound by the provisions of this Section 3. Each Noteholder, by its acceptance hereof, further acknowledges
and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration for each holder
of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Subordinated
Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall
be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold or in continuing to hold such
Senior Indebtedness.


4.            Redemption.


 




(a)          
Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be redeemable by the Company in whole or in part
prior to December 30, 2025, except in the event of a: (i) Tier 2 Capital
Event (as defined below); (ii) Tax Event (as defined below); or (iii) Investment Company Event (as defined below). Upon the occurrence
of a Tier 2 Capital Event, a Tax Event or an Investment Company Event, the Company may redeem this Subordinated Note, subject to Section
4(f) (Regulatory Approvals) hereof, in whole but not in part, at any time, upon giving not less than 10 days’ notice
to the holder of this Subordinated Note at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but
unpaid interest, to but excluding the redemption date. “Tier 2 Capital
Event” means the receipt by the Company of an opinion of counsel to the Company to the effect that there is a material
risk that this Subordinated Note no longer qualifies as “Tier 2” Capital (as defined by the Federal Reserve) (or its then
equivalent) as a result of a change in law or regulation, or interpretation or application thereof, by any judicial, legislative or regulatory
authority that becomes effective after the date of issuance of this Subordinated Note. “Tax
Event” means the receipt by the Company of an opinion of counsel to the Company that as a result of any amendment to,
or change (including any final and adopted (or enacted) prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement
or judicial decision interpreting or applying such laws or regulations, there exists a material risk that interest payable by the Company
on the Subordinated Notes is not, or within 120 days after the receipt of such opinion will not be, deductible by the Company, in whole
or in part, for United States federal income tax purposes. “Investment
Company Event” means the receipt by the Company of an opinion of counsel to the Company to the effect that there is
a material risk that the Company is or, within one hundred twenty (120) days after the receipt of such opinion will be, required to register
as an investment company pursuant to the Investment Company Act of 1940, as amended.



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(b)            Redemption on or after Fifth Anniversary. On or after December 30, 2025, subject to the provisions of Section
4(f) (Regulatory Approvals) hereof, this Subordinated Note shall be redeemable at the option of and by the Company, in whole
or in part, from time to time upon any Interest Payment Date, at an amount equal to 100% of the outstanding principal amount being redeemed
plus accrued but unpaid interest, to but excluding the redemption date, but in all cases in a principal amount with integral multiples
of $1,000. In addition, the Company may redeem, in whole but not in part, the Subordinated Notes at any time upon the occurrence of a
Tier 2 Capital Event, Tax Event or an Investment Company Event. The redemption referenced in this Section
4(b) (Redemption on or after Fifth Anniversary) shall be subject to the receipt of any required regulatory approval.


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


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


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


(f)            Regulatory Approvals. Any redemption by the Company pursuant to this Section 4 shall be subject to receipt of any
and all required federal and state regulatory approvals or non-objections, including, but not limited to, the consent of the Federal
Reserve. In the case of any redemption of this Subordinated Note pursuant to paragraph (b) of this Section
4 (Redemption), the Company will give the holder hereof notice of redemption, which notice shall indicate the aggregate principal
amount of Subordinated Notes to be redeemed, not less than thirty (30) nor more than forty-five (45) calendar days prior to the redemption
date.



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


5.            Global
Subordinated Notes.


 




(a)            Provided
that applicable depository eligibility requirements are met, upon the written election of any Noteholder that is either (i) a Qualified
Institutional Buyer, as defined in Rule 144A under the Securities Act, or (ii) an institutional “accredited investor,” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, the Company shall use its commercially reasonable efforts to cause
the Subordinated Notes owned by such Noteholders to be issued in the form of one or more Global Subordinated Notes (each a “Global
Subordinated Note”) registered in the name of The Depository Trust Company or another organization registered as a clearing
agency under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and designated as Depositary by the Company or any successor thereto (the “Depositary”)
or a nominee thereof and delivered to such Depositary or a nominee thereof.


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


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



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


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


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


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


(h)           The Company, within thirty (30) calendar days after the receipt of written notice from the Noteholder or any other holder of the
Subordinated Notes of the occurrence of an Event of Default with respect to this Subordinated Note, shall mail to all the Noteholders,
at their addresses shown on the Security Register (as defined in Section
14 (Registration of Transfer, Security Register) below), such written notice of Event of Default, unless such Event of Default
shall have been cured or waived before the giving of such notice as certified by Company in writing.



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6.            Events of Default; Acceleration.


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


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


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


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


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


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


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


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


(h)            the default by the Company under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company
having an aggregate principal amount outstanding of at least $5,000,000, 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; or



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


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


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


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



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 8.             Affirmative Covenants of the Company.


 




(a)            Notice of Certain Events. To the extent permitted by applicable statute, rule or regulation, the Company shall provide
written notice to the Noteholders of the occurrence of any of the following events as soon as practicable, but in no event later than
fifteen (15) Business Days following the date the Company becomes aware of the occurrence of such event:


(i)             The Company or any of its banking subsidiaries become less than “well-capitalized” as defined under the then applicable
regulatory capital standards or the total risk-based capital ratio, Tier 1 risk-based capital ratio, common equity Tier 1 risk-based
capital ratio or leverage ratio of the Company (but only to the extent the Company is required to measure and report such ratios on a
consolidated basis under applicable law) or any of the Company’s banking subsidiaries becomes less than ten percent (10.0%), eight
percent (8.0%) six and one-half percent (6.5%), or five percent (5.0%), respectively, as of the end of any calendar quarter;


(ii)            The Company, First Bank and Trust (the “Bank”)
or any officer of the Company or the Bank (in such capacity), becomes subject to any formal, written regulatory enforcement action (as
defined by the applicable state or federal bank regulatory authority);


(iii)           The dollar amount of any nonperforming assets of the Company on a consolidated basis as of the end of a given fiscal quarter as
a percentage of the Company’s total loan portfolio exceeds two percent (2.0%);


(iv)           The appointment, resignation, removal or termination of the chief executive officer, president, chief operating officer, chief
financial officer, chief credit officer, chief lending officer or any director of the Company or the Bank; or


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



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


(c)           Maintenance of Office. The Company will maintain an office or agency in the State of Louisiana where Subordinated Notes
may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the
Subordinated Notes may be served.


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


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


(e)           Maintenance of Properties. The Company will, and will cause each subsidiary to, cause all its properties used or useful
in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section 8(e)
will prevent the Company or any subsidiary from discontinuing the operation and maintenance of any of their respective properties if
such discontinuance is, in the reasonable judgment of the Board of Directors of the Company or of any subsidiary, as the case may be,
desirable in the conduct of its business.


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



    	A-19



    	 



    




(g)           Waiver of Certain Covenants. The Company may choose in any particular instance not to comply with any term, provision or
condition set forth in Section 8(c) (Maintenance of Office), Section
8(d) (Corporate Existence), Section 8(e) (Maintenance
of Properties), or Section 8(f) (Transfer of Voting Stock) above,
with respect to this Subordinated Note if before the time for such compliance the Noteholders of at least a majority in aggregate principal
amount of the outstanding Subordinated Notes (excluding any Subordinated Notes held by the Company or any of its Affiliates), by act
of such Noteholders, either waive such compliance in such instance or generally have waived compliance with such term, provision or condition,
but no such waiver will extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver will become effective, the obligations of the Company in respect of any such term, provision or condition will remain in full
force and effect.


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


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


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


(k)           Financial Statements; Access to Records.


(i)               Not
later than forty-five (45) days following the end of each semi-annual or quarterly period, as applicable, for which the Company has not
submitted a Consolidated Financial Statements for Holding Companies Reporting Form FR Y-9C to the Federal Reserve, upon request, the
Company shall provide the Noteholder with a copy of the Company’s unaudited parent company only balance sheet and statement of
income (loss) for and as of the end of such immediately preceding fiscal quarter, prepared in accordance with past practice. Quarterly
financial statements, if required herein, shall be unaudited and need not comply with the generally accepted accounting principles in
effect from time to time in the United States of America (“GAAP”).



    	A-20



    	 



    




(ii)              Not
later than ninety (90) days from the end of each fiscal year, upon request the Company shall provide the Noteholder with copies of the
Company’s audited financial statements consisting of the consolidated balance sheet of the Company as of the fiscal year end and
the related statements of income (loss) and retained earnings, stockholders’ equity and cash flows for the fiscal year then ended.
Such financial statements shall be prepared in accordance with GAAP applied on a consistent basis throughout the period involved.


(iii)             In
addition to the foregoing Sections 8(k)(i) and (ii),
if a Noteholder holds at least twenty five percent (25%) in aggregate principal amount (excluding any Subordinated Notes held by Company
or any of its Affiliates) of the Subordinated Notes at the time outstanding, the Company agrees to furnish to such Noteholder, upon request,
with such financial and business information of the Company and the Bank as such Noteholder may reasonably request as may be reasonably
necessary or advisable to allow such Noteholder to confirm compliance by the Company with this Note.


(l)            Company Statement as to Compliance. The Company will deliver to the Noteholders, within (i) forty-five (45) days after
the end of each of the first three fiscal quarters and (ii) one hundred twenty (120) days after the end of each fiscal year, an Officer’s
Certificate covering the preceding fiscal quarter or fiscal year, as applicable, stating whether or not, to the best of his or her knowledge,
the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Subordinated Note
(without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the
nature and status thereof of which he or she may have knowledge.


 9.             Negative Covenants of the Company.


 




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


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


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



    	A-21



    	 



    




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


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


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


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


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



    	A-22



    	 



    




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


14.          Registration of Transfer, Security Register. Except as otherwise provided herein, this
Subordinated Note is transferable in whole or in part, and may be exchanged for a like aggregate principal amount of Subordinated Notes
of other authorized denominations, by the Noteholder in person, or by its attorney duly authorized in writing, at the Payment Office
or the offices of the Registrar. The Company or its agent (the “Registrar”)
shall maintain a register providing for the registration of the Subordinated Notes and any exchange or transfer thereof (the “Security
Register”). Upon surrender or presentation of this Subordinated Note for exchange or registration of transfer, the Company
or the Registrar shall execute and deliver in exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal
amount, each in a minimum denomination of $100,000 or any amount in excess thereof which is an integral multiple of $1,000 (and, in the
absence of an opinion of counsel satisfactory to the Company to the contrary, bearing the restrictive legend(s) set forth hereinabove)
and that is or are registered in such name or names requested by the Noteholder. Any Subordinated Note presented or surrendered for registration
of transfer or for exchange shall be duly endorsed and accompanied by a written instrument of transfer in such form as is attached hereto
and incorporated herein, duly executed by the Noteholder or its attorney duly authorized in writing, with such tax identification number
or other information for each person in whose name a Subordinated Note is to be issued, and accompanied by evidence of compliance with
any restrictive legend(s) appearing on such Subordinated Note or Subordinated Notes as the Company may reasonably request to comply with
applicable law. No exchange or registration of transfer of this Subordinated Note shall be made on or after (i) the fifteenth (15th)
day immediately preceding the Maturity Date or (ii) the due delivery of notice of redemption.


15.          Successors and Assigns. This Subordinated Note shall be binding upon the Company and
inure to the benefit of the Noteholder and its respective successors and permitted assigns. The Noteholder may assign all, or any part
of, or any interest in, the Noteholder’s rights and benefits hereunder only to the extent and in the manner permitted by the terms
of this Subordinated Note. To the extent of any such assignment, such assignee shall have the same rights and benefits against the Company
and shall agree to be bound by and to comply with the terms and conditions of the Purchase Agreement as it would have had if it were
the Noteholder hereunder.


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



    	A-23



    	 



    




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


18.          Waiver and Consent.


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


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



    	A-24



    	 



    




19.           Absolute
and Unconditional Obligation of the Company.


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


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


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


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


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


22.          Notices. All notices to the Company under this Subordinated Note shall be in writing
and addressed to the Company at 909 Poydras Street, Suite 3200, New Orleans, Louisiana 70112, Attention: Chief Executive Officer, or
to such other address as the Company may notify to the Noteholder (the “Payment
Office”). All notices to the Noteholders shall be in writing and sent by first-class mail to each Noteholder at his
or its address as set forth in the Security Register.



    	A-25



    	 



    




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


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


[Signature
Page Follows]




    	A-26



    	 



    

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


	 	 	 
	 	FIRST TRUST CORPORATION
	 	 	 
	 	By:	          
	 	Name: [●]
	 	Title: [●]
	 	 	 
	ATTEST:	 	 
	 	 	 
	Name: [●]	 	 
	Title:[●]	 	 
	 	 	 





[Signature
Page to Subordinated Note]




    	A-27



    	 



    

ASSIGNMENT
FORM


To assign this
Subordinated Note, fill in the form below:


(I) or (we)
assign and transfer this Subordinated Note to:


	 



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


	 


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


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




  


	Date:	 	 Your
    signature:	 
	 	 	(Sign exactly as your name appears on the face of this Subordinated Note)




 


	 	Tax Identification No:	 




 


	Signature Guarantee:  	 





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


The
undersigned certifies that it [is / is not] an Affiliate of the Company and that, to its knowledge, the proposed transferee [is / is
not] an Affiliate of the Company. In connection with any transfer or exchange of this Subordinated Note occurring prior to the date that
is one year after the later of the date of original issuance of this Subordinated Note and the last date, if any, on which this Subordinated
Note was owned by the Company or any Affiliate of the Company, the undersigned confirms that this Subordinated Note is being:


CHECK ONE BOX BELOW:


	o	(1)	acquired
    for the undersigned’s own account, without transfer;
	 	 	 
	o	(2)	transferred
    to the Company;
	 	 	 
	o	(3)	transferred
    in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);
	 	 	 
	o	(4)	transferred
    under an effective registration statement under the Securities Act;
	 	 	 
	o	(5)	transferred
    in accordance with and in compliance with Regulation S under the Securities Act;




    	A-28



    	 



    


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


 


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


	 	Signature: 	 





 


	Signature Guarantee:  	 





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


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


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




    	A-29



    	 



    

EXHIBIT
B


OPINION
OF COUNSEL


1.             The Company is a corporation, validly existing, and in good standing under the laws of the State of Louisiana. This opinion is
based solely upon a certificate of good standing for the Company issued by the Louisiana Secretary of State dated December [●],
2020 (the “Company Status Certificate”) without further
investigation as to the criteria for existence and good standing or any related legal issues, and such opinion is not intended to provide
any conclusion or assurance beyond that conveyed by the Company Status Certificate. We have made no additional investigation after the
date of the Company Status Certificate.


2.             The Bank is duly qualified or licensed to do business and is in good standing as a foreign corporation authorized to do business
in the State of Florida. This opinion is based solely upon a certificate of status issued by the State of Florida Department of State
dated November 20, 2020 (the “Bank Foreign Status Certificate”)
without further investigation as to the criteria for existence and good standing or any related legal issues, and such opinion is not
intended to provide any conclusion or assurance beyond that conveyed by the Bank Foreign Status Certificate. We have made no additional
investigation after the date of the Bank Foreign Status Certificate.


3.             The Bank is a state-chartered bank, validly existing, and in good standing under the laws of the State of Louisiana. This opinion
is based solely upon a certificate of good standing for the Bank issued by the Commissioner of the Louisiana Office of Financial Institutions
dated December [ __ ], 2020 (the “Bank Status Certificate”)
without further investigation as to the criteria for existence and good standing or any related legal issues, and such opinion is not
intended to provide any conclusion or assurance beyond that conveyed by the Bank Status Certificate. We have made no additional investigation
after the date of the Bank Status Certificate.


4.             Based solely upon the Certificate of the Federal Reserve Bank of Atlanta, dated November 19, 2020, the Company is a registered
bank holding company under the Bank Holding Company Act of 1956, as amended.


5.             Based solely upon the Certificate of the Federal Deposit Insurance Corporation, dated November 20, 2020, the deposit accounts
of the Bank are insured by the Federal Deposit Insurance Corporation under the provisions of the Federal Deposit Insurance Act.


6.             The Company has the requisite corporate power and authority to execute, deliver, and perform its obligations under each Transaction
Document.


7.             The execution, delivery, and performance by the Company of each Transaction Document has been duly authorized by all requisite
corporate action on the part of the Company


8.             Each Transaction Document has been duly executed and delivered by the Company.



    	B-1



    	 



    




9.             The execution and delivery by the Company of each Transaction Document do not, and the performance by the Company of its obligations
under each Transaction Document will not, violate: (a) the Charter or Bylaws; or (b) the Louisiana Business Corporation Act.


10.           The Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable under the Covered Law of the State
of New York against the Company in accordance with its terms, except that the enforcement thereof may be subject to (a) bankruptcy, insolvency,
reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect
relating to creditors’ rights generally and (b) general principles of equity (whether applied by a court of law or equity) and
the discretion of the court before which any proceeding therefor may be brought.


11.           When executed, authenticated, and issued in accordance with the Purchase Agreement and delivered to and paid for by the Purchasers
in accordance with the Purchase Agreement, the Notes will be legal, valid and binding obligations of the Company, enforceable under the
Covered Law of the State of New York against the Company in accordance with their terms, except that the enforcement thereof may be subject
to (a) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar
laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (whether applied by
a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.


12.           Assuming the accuracy of the representations and warranties and compliance with the agreements contained in the Purchase Agreement,
no registration of the Notes under the Securities Act of 1933, as amended, is required, for the issuance and delivery of the Notes in
the manner contemplated by the Purchase Agreement; provided, however, we express no opinion whatsoever as to when or under what circumstances
any Notes sold to the Purchasers may be reoffered or resold.


“Covered
Law” means (a) the federal law of the United States of America, (b) the Louisiana Business Corporation Act, and (c)
the laws of the State of New York, but in each case only to laws that in our experience are typically applicable to transactions of the
type contemplated by the Transaction Documents and in effect on the date hereof. The term “Covered
Law” does not include any law, rule or regulation that, as a matter of customary practice, is understood to be covered
only when an opinion refers to it expressly. Without limiting the generality of the foregoing and except as specifically stated herein,
the term “Covered Law” does not include any law, rule
or regulation relating to: (i) local or municipal law; (ii) antitrust; (iii) unfair competition; (iv) communications; (v) energy; (vi)
environmental matters; (vii) land use; (viii) construction; (ix) admiralty, maritime or aviation; (x) copyright, patent or trademark;
(xi) securities or “blue sky” matters (except as set forth in paragraph 12); (xii) broker-dealer, margin regulation or investment
company laws; (xiii) [reserved]; (xiv) [reserved]; (xv) tax; (xvi) pension; (xvii) labor; (xviii) employee benefits; (xix) occupational
safety; (xx) health care; (xxi) insurance; (xxii) bankruptcy or insolvency; (xxiii) fraudulent transfer; (xxiv) privacy; (xxv) national
security or national or local emergencies (including, without limitation, those relating to the COVID-19 pandemic); (xxvi) antiterrorism;
(xxvii) money laundering; (xxviii) racketeering; (xxix) criminal and civil forfeiture; (xxx) foreign corrupt practices; or (xxxi) foreign
asset or trading control; in each case with respect to each of the foregoing, (A) as interpreted, construed or enforced pursuant to any
judicial, arbitral or other decision or pronouncement, (B) as enacted, promulgated or issued by, or otherwise existing in effect in,
any jurisdiction and (C) including, without limitation, any and all authorizations, permits, consents, applications, licenses, approvals,
filings, registrations, publications, exemptions and the like required by any of them




    	B-2



    	 



    

SCHEDULE
1


 


List
of Company’s Direct and Indirect Subsidiaries


First Bank and Trust


FBT Mortgage, L.L.C.


FBT Assets, LLC


FBT Real Estate Holdings, LLC