the unpaid principal balance of this Note and the remainder to principal. All computations of interestshall be made by Lender on the actual days outstanding on the basis of a three hundred sixty (360)day calendar year. Said payments are to be made at 524 N. 30th Street, Quincy, Illinois 62301 or atsuch place as Lender or the legal holder of this Note may, from time to time, in writing appoint,and in the absence of such appointment, then by bank wire to Lender in Quincy, Illinois. Unlessotherwise specified herein, all interest payable under this Note is paid in arrears.     5. Applicable Laws. This Note shall be construed and enforced in accordancewith the laws of the State of Illinois and shall be conclusively deemed for all purposes to havebeen executed and delivered in the State of Illinois for performance therein. This Note is givenfor an actual loan of money for business purposes and is not for agricultural, consumer, personalor residential purposes.     6. Collateral Security. The payment of this Note and all obligations ofBorrower in connection with this Note are secured by that certain Stock Pledge Agreement(Borrower), dated as of the date hereof, by and between Lender and Borrower (the “PledgeAgreement”).     7. Event of Default. An “Event of Default” hereunder shall be deemedto have occurred (i) if Borrower shall fail to pay when due any sum of money due and owing underthis Note; (ii) Borrower uses the proceeds from this Note for any purposes other than to make a$1,600,00.00 contribution to the capital of Mercantile Bank, a $1,325,000 loan to Mid-AmericaBancorp, Inc. (the proceeds of which will be contributed by Mid-America Bancorp, Inc. to thecapital of Heartland Bank) and a $4,720,000 contribution to the capital of Royal Palm Bank; (iii)Borrower breaches any covenant, representation or warranty set forth in this Note or in the PledgeAgreement; (iv) an “Event of Default” occurs under the Third Amended and Restated Loan Agreement,as amended, between Borrower and Lender, as successor in interest to US Bank (as defined below) or(iv) the Lender determines in its sole discretion that there has been any change in the business,operations or condition, financial or otherwise, of Borrower or any direct or indirect subsidiaryof Borrower that could have (x) a material adverse effect on the properties, assets, liabilities,business, operations, prospects, income or condition (financial or otherwise) of Borrower or anysuch direct or indirect subsidiary, or (y) an impairment of the enforceabilty of the rights of, orbenefits available to, Lender under this Note or the Pledge Agreement. It is agreed that at theelection of Lender or the holder or holders hereof, and in addition to any other rights or remediesset forth herein, upon the occurrence of an Event of Default, the principal sum remaining unpaidhereunder, together with all accrued and unpaid interest thereon, shall become at once due andpayable at the place of payment aforesaid.     8. Waiver. Except as expressly provided herein, Borrower and each surety,endorser and guarantor hereof, jointly and severally, waive grace, presentment for payment, noticeof nonpayment, demand of payment, protest and notice of protest, notice of dishonor, notice ofintent to accelerate, notice of acceleration, and diligence in the collection of this Note and infiling suit hereon and consent and agree that their liability for the payment hereof shall not beaffected or impaired by any release or change in the security for the payment of this Note or anyparty hereto, by any extension of the time of payment, or the addition of any parties hereto, whichextension and addition may be made without notice to any party hereto and without affecting theirliability hereunder.
 

 
     9. Collection. Borrower and each surety, endorser and guarantor hereof,jointly and severally, agree that if this Note is not paid promptly in accordance with its termsand is placed in the hands of an attorney for collection or if suit be instituted hereon or toforeclose the security granted under the Pledge Agreement and as often as this Note is placed inthe hands of the attorney for collection and as often as suit is filed to collect this Note, they,and each of them, shall pay, in addition to the unpaid principal balance hereof and all accrued andunpaid interest due hereon, all costs of collection, including, without limitation, reasonableattorney’s fees.     10. Records. All amounts advanced to Borrower under this Note or otherwise andall other debits and credits provided in this Note and in the Loan Agreement shall be evidenced byentries made by Lender on records to be maintained at Lender’s office in Las Vegas, Nevada. Allpayments of principal and interest made by the Borrower shall be similarly evidenced by entriesmade by Lender in such records, showing the date and amount of each such payment and the principalbalance remaining unpaid immediately thereafter. The balance due Lender, as set forth in suchrecords, shall be conclusive evidence of the amounts due and owing Lender by Borrower, absentmanifest error. Notwithstanding the foregoing, the failure of Lender to make any such entries shallnot limit or otherwise affect the obligations of Borrower hereunder with respect to payments ofprincipal and interest.     11. Notice. Each notice, request, demand, consent, confirmation and/or othercommunication under this Note shall be in writing and delivered in person or sent by telecopy,recognized overnight courier or registered or certified mail, return receipt requested and postageprepaid, as follows:If to the Borrower, to:Mercantile Bancorp, Inc.