Exhibit 4.2


 


SUBORDINATED NOTE


 


JOHN MARSHALL BANCORP, INC.


 


5.75%
FIXED TO FLOATING RATE Subordinated Note due July 15, 2027


 


THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED
NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 OF THIS SUBORDINATED NOTE)
OF JOHN MARSHALL BANCORP, INC., (THE “COMPANY”), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL CREDITORS
AND SECURED CREDITORS, DEPOSIT OBLIGATIONS OF THE COMPANY’S DEPOSITARY INSTITUTION SUBSIDIARIES, AND IS UNSECURED. IT IS INELIGIBLE
AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES. IN THE EVENT OF LIQUIDATION ALL HOLDERS OF SENIOR
INDEBTEDNESS OF THE COMPANY SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT
SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH HOLDERS
OF SENIOR INDEBTEDNESS, THE HOLDER OF THIS SUBORDINATED NOTE, TOGETHER WITH THE HOLDERS OF ANY OBLIGATIONS OF THE COMPANY RANKING ON A
PARITY WITH THE SUBORDINATED NOTES, SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE COMPANY THE UNPAID PRINCIPAL AMOUNT
OF THIS SUBORDINATED NOTE PLUS ACCRUED AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY
OR OTHERWISE, SHALL BE MADE (i) with respect to any obligation that by its terms expressly
is junior to in the right of payment to the Subordinated Notes, (ii) ANY INDEBTEDNESS BETWEEN THE COMPANY AND ANY OF ITS SUBSIDIARIES
OR AFFILIATES (OTHER THAN ANY INSURED DEPOSITARY INSTITUTION SUBSIDIARY OR AFFILIATE), or (iii) on account OF ANY SHARES OF
CAPITAL STOCK OF THE COMPANY.


 


THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED
NOTE IS NOT A DEPOSIT, IS NOT AN OBLIGATION OF AN INSURED DEPOSITARY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (THE “FDIC”) OR ANY OTHER GOVERNMENT AGENCY OR FUND.


 


THIS SUBORDINATED NOTE WILL BE ISSUED AND MAY BE
TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED
NOTE IN A DENOMINATION OF LESS THAN $1,000 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.


 






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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.


 





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 PLANS, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN
ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS 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 SUCH FIDUCIARY’S LEGAL COUNSEL PRIOR TO ACQUIRING
THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN.


 






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	No. 2027-[ ]	CUSIP (Accredited Investors) 47805L AB7 / US47805LAB71
	 	CUSIP (QIBs) 47805L AA9 / US47805LAA98




 


JOHN MARSHALL BANCORP, INC.


 


5.75%
FIXED TO FLOATING RATE Subordinated Note due July 15, 2027


 


1.            Subordinated
Notes. This Subordinated Note is one of an issue of notes of John Marshall Bancorp, Inc., a Virginia corporation (the “Company”),
designated as the “5.75% Fixed to Floating Rate Subordinated Notes due July 15, 2027” (the “Subordinated Notes”).


 


2.            Payment.
The Company, for value received, promises to pay to _________ or its registered assigns, the principal sum of [ ] (U.S.) ($ ), plus accrued
but unpaid interest on July 15, 2027 (“Stated Maturity”) and to pay interest thereon (i) from and including
the original issue date of the Subordinated Notes to but excluding July 15, 2022 or the earlier redemption date contemplated by Section 4
of this Subordinated Note, at the rate of 5.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months
and payable semi-annually in arrears on January 15and July15 of each year (each, a
 “Fixed Interest Payment Date”), beginning January 15, 2018, and (ii) from and including July 15, 2022
to but excluding the Stated Maturity or the earlier redemption date contemplated by Section 4 of this Subordinated Note, at
the rate per annum, reset quarterly, equal to LIBOR determined on the determination date of the applicable interest period plus 388.0
basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on January 15,
April 15, July 15 and October 15 of each year (each, a “Floating Interest Payment Date”). An “Interest
Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable. “LIBOR” means
the 3-month USD LIBOR, which will be the offered rate for 3-month deposits in U.S. dollars, as that rate appears on the Reuters Screen
LIBOR01 Page (or any successor page thereto) as of 11:00 a.m., London time, as observed two London banking days prior to the
first day of the applicable floating rate interest period. If 3-month USD LIBOR is not displayed as of such time with respect to any applicable
floating rate interest period, then the Company will request the principal London offices of at least two banks to provide a quotation
of their rates for deposits in U.S. dollars for a period comparable to the applicable floating rate interest period and the 3-month USD
LIBOR for such floating rate interest period shall be the arithmetic mean of such quotations. A London banking day is a day on which commercial
banks and foreign currency markets settle payments and are open for general business in London. Notwithstanding the foregoing, in the
event that 3-month USD LIBOR as determined in accordance with this Section 2 is less than zero, the 3-month USD LIBOR for
such interest period shall be deemed to be zero.


 


Any payment of principal of or interest on this
Subordinated Note that would otherwise become due and payable on a day which is not a Business Day shall become due and payable on the
next succeeding Business Day, with the same force and effect as if made on the date for payment of such principal or interest, and no
interest will accrue in respect of such payment for the period after such day. The term “Business Day” means any day
that is not a Saturday or Sunday and that is not a day on which banks in the Commonwealth of Virginia 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 and creditors,
including depositors, of John Marshall Bank (together with any insured depositary institution subsidiary of the Company hereinafter acquired,
the “Bank”), 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, deposits and other liabilities of the Bank, and all obligations
to the Company’s general creditors 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; and (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
(other than any insured depositary institution subsidiary or Affiliate). This Subordinated Note is not secured by any assets of the Company
or any subsidiary or Affiliate. The term “Affiliate(s)” means, with respect to any Person, such Person’s immediate
family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled
by, or under common control with said Person and their respective Affiliates.


 


(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 a 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) any indebtedness between the Company and any of its subsidiaries or Affiliates
(other than any insured depositary institution subsidiary or Affiliate) or (iii) on account of any capital stock.


 


(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 Section 3(b) would
be applicable.


 






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(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 the fifth anniversary
of the date upon which this Subordinated Note was originally issued (the “Issue Date”), except in the event of: (i) a
Tier 2 Capital Event (as defined below); (ii) a Tax Event (as defined below); or (iii) an 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 in whole or in part at any time, upon giving not less than 10 calendar 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 Board
of Governors of the Federal Reserve System (the “Federal Reserve”)) (or its then equivalent) as a result of a change
in interpretation or application of law or regulation 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 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.


 


(b)            Redemption
on or after Fifth Anniversary. On or after the fifth anniversary of the Issue Date, this Subordinated Note shall be redeemable at
the option of and by the Company, in whole or in part at any time and 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


 


(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.


 






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(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.


 


(f)            Regulatory
Approvals. Any such redemption shall be subject to receipt of any and all required federal and state regulatory approvals, including,
but not limited to, the consent of the Federal Reserve. In the case of any redemption of this Subordinated Note pursuant to paragraphs
(b) and (c) of this Section 4, 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 30 nor more than 60 calendar days prior to
the redemption date.


 


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


 


5.            Events
of Default; Acceleration; Compliance Certificate. Each of the following events shall constitute an “Event of Default”:


 


(a)            the
entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case
or proceeding under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United States or any
political subdivision thereof, and such decree or order will have continued unstayed and in effect for a period of 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 30 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;


 






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(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); or


 


(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 60 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 21, to the Company by Noteholders holding at least a majority in principal amount of the outstanding Subordinated
Notes.


 


If an Event of Default described
in Section 5(a) or Section 5(b) occurs, then the principal amount of all of the outstanding Subordinated
Notes, and accrued and unpaid interest, if any, on all outstanding Subordinated Notes will become and be immediately due and payable without
any declaration or other act on the part of any Noteholder, and the Company waives demand, presentment for payment, notice of nonpayment,
notice of protest, and all other notices. As 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 5(a) or Section 5(b), the Noteholders
may not 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 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 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.


 


6.            Failure
to Make Payments. In the event of an Event of Default under Section 5(d) or Section 5(e) above,
the Company will, upon demand of the holder of this Subordinated Note, pay to the holder of this Subordinated Note the amount then due
and payable on this Subordinated Note for principal and interest (without acceleration of the Note in any manner), with interest on the
overdue principal and interest at the 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 holders of at least a majority in principal amount of the outstanding Subordinated Notes
may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding
to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in
the manner provided by law out of the property of the Company.


 


Upon the occurrence of (x) a
failure by the Company to make any required payment of principal or interest on this Subordinated Note, or (y) an Event of Default,
until such Event of Default is cured by the Company, the Company shall not, except as required by any federal or state governmental agency:
(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 of 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.


 






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7.            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 Holder of the occurrence of any of the following events as soon as practicable, but in no event later than fifteen (15) Business
Days following the Company becoming aware of the occurrence of such event:


 


(i)            The
Bank is no longer “adequately capitalized” as contemplated by applicable federal banking laws and regulations; or


 


(ii)            The
Company, or any officer of the Company, becomes subject to any formal, written regulatory enforcement action (as defined by any federal
or state agency charged with the supervision or regulation of depositary institutions or holding companies of depositary institutions,
or engaged in the insurance of depositary institution deposits, or any court, administrative agency or commission or other authority,
body or agency having supervisory or regulatory authority with respect to the Company, or any of their subsidiaries).


 


(b)            Payment
of Principal and Interest. The Company covenants and agrees for the benefit of the holder of this Subordinated Note that it will duly
and punctually pay the principal of, and interest on, this Subordinated Note, in accordance with the terms hereof. Principal and interest
will be considered paid on the date due if the Company or a subsidiary thereof holds, as of 11:00 A.M., Reston, Virginia time, on any
Interest Payment Date, an amount in immediately available funds provided by the Company that is designated for and sufficient to pay all
principal and interest then due.


 


(c)            Maintenance
of Office. The Company will maintain an office or agency in the city of Reston, Virginia where Subordinated Notes may be surrendered
for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Subordinated Notes
may be served. The Company may also from time to time designate one or more other offices or agencies where the Subordinated Notes may
be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation
or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the city of Reston, Virginia.
The Company will give prompt written notice to the Noteholders of any such designation or rescission and of any change in the location
of any such other office or agency.


 


(d)            Corporate
Existence. 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 (charter
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 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 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.


 






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(f)            Waiver
of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth in
Section 7(a), Section 7(b), Section 7(c), Section 7(d) or Section 7(e) above,
with respect to this Subordinated Note if before the time for such compliance the Noteholders of at least a majority in principal amount
of the outstanding Subordinated Notes, by act of such Noteholders, either will waive such compliance in such instance or generally will
have waived compliance with such term, provision or condition, but no such waiver will extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver will become effective, the obligations of the Company in respect of any
such term, provision or condition will remain in full force and effect.


 


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


 


(h)            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 years immediately preceding the Stated Maturity of the Subordinated
Notes, the Company will immediately notify the Noteholders and thereafter the Company and the Noteholders will work together in good faith
to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced
by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Section 7(h) 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) or
Section 4(b).


 


(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 result in a material adverse effect (i) in the condition (financial
or otherwise), or in the earnings of the Company, whether or not arising in the ordinary course of business, or (ii) on the ability
of the Company to perform its obligations under this Subordinated Note.


 


(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.


 


8.            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 dividends payable solely in shares of common stock of the Company.


 






    	 	9	 



     


    

 


(b)            Merger
or Sale of Assets. The Company shall not merge into another entity or convey, transfer or lease substantially all of its properties
and assets to any person, unless:


 


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


 


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


 


9.            Global
Subordinated Notes.


 


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


 


(b)            Notwithstanding
any other provision herein, no Global Subordinated Note may be exchanged in whole or in part for Subordinated Notes registered, and no
transfer of a Global Subordinated Note in whole or in part may be registered, in the name of any person other than the Depositary for
such Global Subordinated Note or a nominee thereof unless (i) such Depositary advises the Company in writing that such Depositary
is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Subordinated Note, and
no qualified successor is appointed by the Company within 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 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 shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) of
this Section 9(b) above, 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 9 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.


 






    	 	10	 



     


    

 


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


 


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


 


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


 


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


 


(h)            Company,
within 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 Note, shall mail to all the Noteholders, at their addresses shown on the Security
Register (as defined in Section 14 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.


 


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


 






    	 	11	 



     


    

 


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 Stated Maturity will be made by check, or by wire transfer in immediately
available funds to a bank account in the United States designated by the Noteholder of this Subordinated Note 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 21 below) or at such other place or places as the Company shall designate by notice to the 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 Stated Maturity) shall
be made by wire transfer in immediately available funds or check mailed to the registered Noteholder of this Subordinated Note, as such
person’s address appears on the Security Register (as defined below). 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 calendar day prior to the
applicable Interest Payment Date, without regard to whether such date is a Business Day (such date being referred to herein as the “Regular
Record Date”), except that interest not paid on the Interest Payment Date, if any, will be paid to the Noteholder 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 of this Subordinated Note not less than 10 calendar days prior to such
Special Record Date. (The Regular Record Date and Special Record Date are referred to herein collectively as the “Record Dates”).
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 of this Subordinated Note 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
of this Subordinated Note receives payments in excess of its pro rata share of the Company’s payments to the Noteholders of all
of the Subordinated Notes, then the Noteholder of this Subordinated Note shall hold in trust all such excess payments for the benefit
of the Noteholders of the other Subordinated Notes and shall pay such amounts held in trust to such other Noteholders upon demand by such
Noteholders.


 


13.            Form of
Payment. Payments of principal 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 holder of this
Subordinated Note in person, or by his attorney duly authorized in writing, at the Payment Office. The Company 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 shall execute and deliver
in exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal amount, each in a minimum denomination of $1,000
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 holder of this Subordinated Note or his 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 day immediately
preceding the Stated Maturity or (ii) the due delivery of notice of redemption.


 






    	 	12	 



     


    

 


15.            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.


 


16.            Ownership.
Prior to due presentment of this Subordinated Note for registration of transfer, the Company may treat the Noteholder 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.


 


17.            Waiver
and Consent.


 


(a)            Any
consent or waiver given by the Noteholder of this Subordinated Note shall be conclusive and binding upon such Noteholder and upon all
future Noteholders 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. Any holder of this
Subordinated Note or which otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of
such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to repayment of the
indebtedness evidenced thereby.


 


(b)            No
waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with
the consent of the holders of not less than more than fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes
held by Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without
the consent of each 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 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 6 (Failure to Make Payments) of the Subordinated
Notes that adversely affects the rights of any Noteholder; or (vii) disproportionately affect any of the Noteholders of the then
outstanding Subordinated Notes. Notwithstanding the foregoing, Company may amend or supplement the Subordinated Notes without the consent
of the Noteholders 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 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 Company in any case shall, in itself, entitle Company to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights of Noteholders to any other or further action in any
circumstances without notice or demand. No consent or waiver, expressed or implied, by Noteholders to or of any breach or default by Company
in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default
in the performance of the same or any other obligations of Company hereunder. Failure on the part of the 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 Company.


 






    	 	13	 



     


    

 


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


 


19.            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.


 


20.            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 holder of this Subordinated Note and as part of the consideration for the issuance of this Subordinated Note.


 


21.            Notices.
All notices to the Company under this Subordinated Note shall be in writing and addressed to the Company at 1943 Isaac Newton Square,
Reston, Virginia, 20190, Attention: Kent D. Carstater, Chief Financial Officer, or to such other address as the Company may notify to
the Holder (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.


 


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


 


23.            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]


 






    	 	14	 



     


    

 


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


 


	 	
    JOHN MARSHALL BANCORP, INC.

     

	 	 	 	 
	 	By:	 
	 	 	Name:	Kent D. Carstater
	 	 	Title:	
    Executive Vice President,

    Chief Financial Officer



 


	ATTEST:	 
	 	 
	 	 
	Name: Carl E. Dodson	 
	Title:   Assistant Secretary	 


 


[Signature Page to Subordinated Note]


 






    	 	 	 



     


    

 


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




 


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


 


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


 


CHECK ONE BOX BELOW:


 


		 ̈	(1)	acquired for the undersigned’s own account, without transfer;



 


		 ̈	(2)	transferred to the Company;



 


		 ̈	(3)	transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);



 


		 ̈	(4)	transferred under an effective registration statement under the Securities Act;



 


		 ̈	(5)	transferred in accordance with and in compliance with Regulation S under the Securities Act;



 


		 ̈	(6)	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act)



 






    	 	 



     


    

 


		 ̈	(7)	transferred to an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), not referred to
in item (6) that has been provided with the information designated under Section 4(d) of the Securities Act of 1933; or



 


		 ̈	(8)	transferred in accordance with another available exemption from the registration requirements of the Securities Act.



 







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


 


	 	Signature:	 




 


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




 


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


 


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


 


	Date:	 	 	Signature: