Exhibit
4.1 


EXHIBIT A


(FORM OF SUBORDINATED NOTE)


THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED
NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO THE CLAIMS OF CREDITORS (OTHER THAN CREDITORS OF EXISTING SUBORDINATED DEBT)
AND DEPOSITORS OF SALISBURY BANCORP, INC. (“COMPANY”), INCLUDING OBLIGATIONS OF COMPANY TO ITS GENERAL AND SECURED
CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY COMPANY OR ANY OF ITS SUBSIDIARIES. IN
THE EVENT OF LIQUIDATION ALL DEPOSITORS AND OTHER CREDITORS OF 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 DEPOSITORS AND CREDITORS, THE HOLDER OF THIS SUBORDINATED NOTE SHALL BE ENTITLED TO BE
PAID FROM THE REMAINING ASSETS OF 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 ON ACCOUNT OF ANY SHARES
OF CAPITAL STOCK OF COMPANY.


THIS SUBORDINATED NOTE GENERALLY 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 OR THE FULL AMOUNT OF SUCH NOTE IF 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 OTHER 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. THIS SUBORDINATED NOTE IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER
AND OTHER PROVISIONS OF A SUBORDINATED NOTE PURCHASE AGREEMENT DATED DECEMBER 10, 2015,
BETWEEN COMPANY AND THE PURCHASERS REFERRED TO THEREIN (THE “PURCHASE AGREEMENT”), A COPY OF WHICH IS ON FILE
WITH COMPANY.






    	 	A-1-1	 



     


    

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 PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN
TO FINANCE SUCH PURCHASE OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.


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


THIS OBLIGATION IS NOT A DEPOSIT
AND IS NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY OR FUND.


 




    	 



    	 



    




	No.
[●]	CUSIP [●]



 


SALISBURY
BANCORP, INC.


6.00%
FIXED TO FLOATING RATE SUBORDINATED NOTE DUE 2025


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


1.             
Subordinated Notes. This Subordinated Note is one of an issue of notes of Salisbury Bancorp, Inc., a Connecticut
corporation (“Company”), designated as the “6.00% Fixed
to Floating Rate Subordinated Notes due 2025” (the “Subordinated Notes”).


2.             
Payment. The Company, for value received, promises to pay to                   , or its registered assigns, the principal sum of                    
Dollars (U.S.) ($                     ), plus accrued but unpaid interest on December 15, 2025 (“Stated Maturity”) and to pay interest
thereon (i) from and including the original issue date of the Subordinated Notes to but excluding December 15, 2020 or the earlier
redemption date contemplated by Section 4(a) or Section 4(b) of this Subordinated Note, at the rate of 6.00% per
annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on June
15 and December 15 of each year (each, a “Fixed Interest Payment Date”), beginning June 15, 2016, and (ii) from
and including December 15, 2020 to but excluding the Stated Maturity or the earlier redemption date contemplated by Section
4(a) or Section 4(b) of this Subordinated Note, at the rate per annum, reset quarterly, equal to LIBOR determined on
the determination date of the applicable Floating Rate Interest Period plus 430 basis points, computed on the basis of a 360-day
year and the actual number of days elapsed and payable quarterly in arrears on March 15, June 15, September 15 and December 15
of each year (each, a “Floating Interest Payment Date”). A “Floating Rate Interest Period”
with respect to this Subordinated Note is each successive period from and including December 15, 2020 or a Floating Rate Interest
Payment Date, as the case may be, to, but excluding, the next Floating Rate Interest Payment Date or the date on which the entire
principal amount of this Subordinate Note has been paid or made available for payment, as the case may be. 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 LIBOR will be LIBOR in effect for the Floating Rate Interest Period preceding
the Floating Rate Interest Period for which LIBOR is to be determined, or, with respect to the first Floating Rate Interest Period,
the most recent possible prior date. 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.


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 other than a Saturday, Sunday or any other day on which banking institutions
in the State of Connecticut are permitted or required by any applicable law or executive order to close.


3.             
Subordination. The indebtedness of 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 and depositors of 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:
(a) all indebtedness and obligations of, or guaranteed or assumed by, Company for money borrowed, whether or not evidenced by bonds,
debentures, securities, notes or other similar instruments, and including, but not limited to, deposits of Company, and all obligations
to Company’s general and secured creditors; (b) any deferred obligations of Company for the payment of the purchase price
of property, goods, materials, assets or services purchased or acquired (other than such obligations to trade creditors incurred
by Company in the ordinary course of business); (c) all obligations, contingent or otherwise, of Company in respect of any letters
of credit, bankers’ acceptances, security purchase facilities and similar direct credit substitutes; (d) any capital lease
obligations of Company; (e) all obligations of 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; (f) any obligation of Company to its general creditors, as defined for purposes of the capital
adequacy regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) applicable
to Company, without application of the exception for companies that are subject to the Small Bank Holding Company and Savings and
Loan Holding Company Policy Statement, as set forth at 12 C.F.R. Part 225, App. C, as the same may be amended or modified from
time to time (the “Capital Adequacy Regulations”); (g) all obligations that are similar to those in clauses
(a) through (f) of other persons for the payment of which Company is responsible or liable as obligor, guarantor or otherwise;
and (h) all obligations of the types referred to in clauses (a) through (g) of other persons secured by a lien on any property
or asset of Company; and (i) in the case of (a) through (h) above, all amendments, renewals, extensions, modifications and refunding’s
of such indebtedness and obligations; except “Senior Indebtedness” does not include (i) the Subordinated Notes,
(ii) any obligation that by its terms expressly is junior to, or ranks equally in right of payment with, the Subordinated Notes,
or (iii) any indebtedness between Company and any of its Subsidiaries or Affiliates (as such terms are defined in the Purchase
Agreement). This Subordinated Note is not secured by any assets of Company.


In
the event of liquidation of Company, all holders of Senior Indebtedness 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 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 Company ranking on a parity with the Subordinated Notes, shall be entitled to be
paid from the remaining assets of 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 on account of any capital stock.


If
there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) 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
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 would be applicable.


Nothing
herein shall act to prohibit, limit or impede Company from issuing additional debt of 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 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: (i) this Subordinated Note no longer qualifies as Tier 2
Capital (as defined by the Federal Reserve) 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 (“Tier
2 Capital Event”); (ii) of a Tax Event (as defined below); or (iii) Company becomes required to register as an investment
company pursuant to the Investment Company Act of 1940, as amended (and “Investment Company Event”). Upon the
occurrence of a Tier 2 Capital Event, a Tax Event or an Investment Company Event, subject to Section 4(f), Company may redeem this
Subordinated Note in whole at any time, or in part from time to 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. “Tax Event” means the receipt by Company of an opinion of counsel
to 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 Company on the Subordinated Notes is not, or within 120 days after the receipt
of such opinion will not be, deductible by Company, in whole or in part, for United States federal income tax purposes.


(b)        
Redemption on or after Fifth Anniversary. On or after the fifth anniversary of the
Issue Date, subject to Section 4(f), this Subordinated Note shall be redeemable at the option of and by Company, in whole at any
time, or in part 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.


(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 the amount
required to be paid upon redemption has been paid to the holder hereof, 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 this Subordinated Note, this Subordinated Note shall no longer be deemed outstanding and all rights with respect to
this Subordinated Note shall forthwith on such date fixed for redemption cease and terminate.


(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, 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, Company may purchase any of the Subordinated Notes at any time in the open market, private
transactions or otherwise. If 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
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, or the entry of a decree
or order by any governmental authority in respect of any “major depository institution subsidiary” (as defined for
purposes of the Capital Adequacy Regulations) of the Company in any receivership, insolvency, liquidation or similar proceeding
conducted under the laws of the United States or any political subdivision thereof, and, in either case, such decree or order will
have continued unstayed and in effect for a period of 60 consecutive days;


(b)          
the commencement by 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 Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such law;


(c)           
the failure of 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;


(d)          
the failure of 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;


(e)           
the failure of Company to perform any other covenant or agreement on the
part of Company contained in the Subordinated Notes or the Purchase Agreement, 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 Company remedy the same, will have
been given, in the manner set forth in Section 21 below, to Company by the Noteholders of at least 25% in aggregate
principal amount of the Subordinated Notes at the time outstanding; or the default
by Company under any bond, debenture, note or other evidence
of indebtedness for money borrowed by Company having an aggregate principal amount
outstanding of at least $30,000,000, 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.


Unless
the principal of this Subordinated Note already shall have become due and payable, if an Event of Default set forth in subsections
(a) or (b) above shall have occurred and be continuing, the holder of this Subordinated Note, by notice in writing to Company,
may declare the principal amount of this Subordinated Note to be due and payable immediately and, upon any such declaration the
same shall become and shall be immediately due and payable. Company waives demand, presentment for payment, notice of nonpayment,
notice of protest, and all other notices. Company, within 60 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 13 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.


6.               
Failure to Make Payments. In the event of failure by Company to make any required payment of principal or interest
on this Subordinated Note (and, in the case of payment of interest, such failure to pay shall have continued for 30 calendar days),
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
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 further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances of such holder of this Subordinated
Note, its agents and counsel, may prosecute such proceeding to judgment or final decree and may enforce the same against Company
and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of Company.


Upon
the occurrence of a failure by Company to make any required payment of principal or interest on this Subordinated Note, or an Event
of Default until such Event of Default is cured by Company, 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 Company’s capital stock; (b) make
any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Company that
rank equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior
to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe
for or purchase shares of, any class of Company’s common stock; (ii) any declaration of a dividend in connection with the
implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption
or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of Company’s capital stock or
the exchange or conversion of one class or series of Company’s capital stock for another class or series of Company’s
capital stock; (iv) the purchase of fractional interests in shares of Company’s capital stock pursuant to the conversion
or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of Company’s
common stock related to the issuance of common stock or rights under any benefit plans for Company’s directors, officers
or employees or any of Company’s dividend reinvestment plans.


		7.	Affirmative Covenants of Company.



(a)           
Payment of Principal and Interest. 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 Company or a subsidiary thereof, holds as of 11:00 a.m., Lakeville, Connecticut time,
on any Interest Payment Date, an amount in immediately available funds provided by
Company that is designated for and sufficient to pay all principal and interest then due.



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


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 Company of its obligation to maintain an office
or agency in Lakeville, Connecticut. 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.


(c)           
Corporate Existence. 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 Company; (ii) the existence (corporate or other) of each
subsidiary of Company that is a “significant subsidiary” as defined in
Rule 1-02 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission
(as such rule is in effect on the date hereof) (each, a “Significant Subsidiary”); and (iii) the rights (charter
and statutory), licenses and franchises of Company and each of its Significant Subsidiaries;
provided, however, that Company will not be required to preserve the existence (corporate
or other) of any of its Significant Subsidiaries
or any such right, license or franchise of Company or any of its Significant Subsidiaries
if the Board of Directors of Company determines that the preservation thereof is no
longer desirable in the conduct of the business of Company and its Significant Subsidiaries
taken as a whole and that the loss thereof will not be disadvantageous in any material respect to the Noteholders.


(d)          
Maintenance of Properties. Company will, and will cause each Significant
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 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 Company or any Significant
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 Company or of any Significant
Subsidiary, as the case may be desirable in the conduct of its business.


(e)           
Waiver of Certain Covenants. Company may omit in any particular instance to
comply with any term, provision or condition set forth in Section 7(a)
or Section 7(b) 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 Company in respect of any such
term, provision or condition will remain in full force and effect.


(f)           
Company Statement as to Compliance. 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, 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 Company will be in default, specifying all such defaults and the nature and status thereof of which he or
she may have knowledge.


(g)          
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 5 years immediately preceding the Maturity Date of the Subordinated Notes and other than due to
the application of the exception from the Capital Adequacy Regulations for companies subject to the Small Bank Holding Company
and Savings and Loan Holding Company Policy Statement, Company will immediately notify the Noteholders, and thereafter Company
shall request, subject to the terms hereof, that the Noteholders 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.


8.             
Merger or Sale of Assets. Company shall not merge into another entity or convey, transfer
or lease substantially all of its properties and assets to any person, unless:


(a)           
the continuing entity into which Company is merged or the person which acquires by conveyance
or transfer or which leases substantially all of the properties and assets of 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 Company to be performed
or observed; and


(b)          
immediately after giving effect to such transaction, no Event of Default (as defined below),
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.             
Denominations. The Subordinated Notes are generally issuable only in registered form without interest coupons in
minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.


10.          
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 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.


11.          
Payment Procedures. Payment of the principal and interest payable on the Maturity Date will be made by check, or
by wire transfer in immediately available funds to a bank account in the United States designated by the registered holder of this
Subordinated Note if such Noteholder shall have previously provided wire instructions to 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 Company
shall designate by notice to the registered Noteholders as the Payment Office, provided that this Subordinated Note is presented
to Company in time for 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 by wire transfer in immediately available funds or check mailed
to the registered holder 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 holder in whose name this Subordinated Note is
registered at the close of business on a special record date fixed by Company (a “Special Record Date”), notice
of which shall be given to the holder 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 costs and expenses of the holder of this Subordinated Note; then against interest due hereunder;
and then against principal due hereunder. The holder 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 holder of this Subordinated
Note receives payments in excess of its pro rata share of Company’s payments to the holders of all of the Subordinated Notes,
then the holder of this Subordinated Note shall hold in trust all such excess payments for the benefit of the holders of the other
Subordinated Notes and shall pay such amounts held in trust to such other holders upon demand by such holders.


12.          
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.


13.          
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. 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, Company shall execute and deliver in exchange therefore a Subordinated Note or Subordinated
Notes of like aggregate principal amount, each in a minimum denomination of $100,000 or the full amount of the Subordinated Note
surrendered or presented if less than $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 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 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 the fifteenth day immediately preceding the Maturity Date. This Subordinated Note
is subject to the restrictions on transfer of the Purchase Agreement between Company and the Purchasers identified therein, who
were the original holders of the Subordinated Notes, a copy of which is on file with Company.


14.          
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 Company, with all other present or future unsecured
subordinated debt obligations of Company, except any unsecured subordinated debt that, pursuant to its express terms, is senior
or subordinate in right of payment to the Subordinated Notes.


15.          
Ownership. Prior to due presentment of this Subordinated Note for registration of transfer, 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 Company shall not be affected by any notice to the contrary.


16.          
Waiver and Consent. Any consent or waiver given by the holder of this Subordinated Note shall be conclusive and binding
upon such holder and upon all future holders of this Subordinated Note and of any Subordinated Note issued upon the registration
of transfer hereof or in exchange therefore or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Subordinated Note. This Subordinated Note may be also amended or waived pursuant to, and in accordance with, the provisions of
Section VIII.C of the Purchase Agreement. No delay or omission of the holder of this Subordinated Note to exercise any right or
remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Any insured depository institution which shall be a 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 the indebtedness evidenced thereby.


17.          
Absolute and Unconditional Obligation of Company. No provisions of this Subordinated Note shall alter or impair the
obligation of 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.


(a)           
No delay or omission of the holder of this Subordinated Note 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)          
Any insured depository institution which shall be a holder of this Subordinated Note 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.


18.          
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 Company
or any subsidiary.


19.          
Successors and Assigns. This Note shall be binding upon 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 in the Purchase Agreement. To the extent of any such
assignment, such assignee shall have the same rights and benefits against 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.


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 Company or of any predecessor or successor, either directly or through Company or any
predecessor or successor, under any rate 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 hereof and as part of the consideration for the issuance of this Subordinated Note.


21.          
Notices. All notices to Company under this Subordinated Note shall be in writing and addressed to Company at 5 Bissell
Street, PO Box 1868, Lakeville, Connecticut 06039, Attn: Richard J. Cantele Jr., President and Chief Executive Officer, or to such
other address as Company may notify to the holder of this Subordinated Note (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. Company may, without the consent of the holders 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. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS LAWS
OR PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 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]


 




    	 



    	 



    

 


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


Dated:
[●]


	 	SALISBURY BANCORP, INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	 Richard J. Cantele Jr.
	 	 	Title:	President and Chief Executive Officer


 




    	 



    	 



    

 


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 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 Company and that, to its knowledge, the proposed
transferee [is / is not] an Affiliate of 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 Company or any Affiliate of 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 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)
or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished a signed letter
containing certain representations and agreements; or
	 	 	 
	☐	(7)	transferred
in accordance with another available exemption from the registration requirements of the Securities Act.






Unless one of the boxes is checked,
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) or (7) is checked, 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 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 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: