exhibit 101 063006


    Agreement
      to Organize and Stockholder Agreement

     

    This Agreement
      to Organize and Stockholder Agreement (this
      “Agreement”)
      dated
      as of April 1, 2006, is among Heartland
      Financial USA, Inc.,
      a
      Delaware corporation (the "Company"),
      and
      those individuals who are signatories to this Agreement (individually referred
      to as an "Investor"
      and
      collectively as the "Investors").

     

    Recitals

     

    A. The
      Company and the Investors (collectively, the “Organizers”)
      desire
      to organize a new corporation under the laws of the State of Colorado to be
      known as Summit Acquisition Corporation (“Summit”),
      and a
      new bank under the laws of the State of Colorado with its main office initially
      to be located in Broomfield, Colorado, to be known as “Summit Bank & Trust”
and to be a wholly-owned subsidiary of Summit (the “Bank”).

     

    B. Pursuant
      to the terms of this Agreement, the Organizers intend to provide the initial
      capitalization of Summit and the Bank and to take all other steps necessary
      to
      prepare the Bank to commence retail operations and transact a banking business
      and to effect all of the other actions contemplated by this Agreement
      (collectively, the “Transaction”).

     

    C. The
      Organizers understand that the Transaction requires the approval of the Board
      of
      Governors of the Federal Reserve System (the “Federal
      Reserve”),
      the
      Colorado Division of Banking, a unit of the Colorado Department of Regulatory
      Agencies (the “Division”),
      and
      the Federal Deposit Insurance Corporation (the “FDIC”).

     

    D. Upon
      the
      completion of the organization of Summit, the Organizers will cause Summit
      to
      issue shares of its capital stock (the “Summit
      Stock”)
      to
      each of the Organizers in proportion to their contributions to Summit’s
      capitalization and as otherwise provided in this Agreement, and the Bank will
      issue to Summit all of the shares of its capital stock (the “Bank
      Stock”).

     

    E. The
      Organizers desire to impose certain restrictions on the sale, transfer or other
      disposition of the Summit Stock owned by the Organizers and to give the Company
      and the Investors the option to purchase and sell the shares of Summit Stock
      owned by them under certain circumstances specified in this
      Agreement.

     

    Now,
      Therefore,
      in
      consideration of the mutual covenants herein contained and for other good and
      valuable consideration, the receipt of which is hereby acknowledged, each of
      the
      Organizers, intending to be legally bound hereby, agrees as
      follows:

     

    AGREEMENTS  
      

     

    ARTICLE
      1  

    Summit
      and Bank Organization and Stock Subscription

     

    Section
      1.1  Charter.
      The
      Investors hereby authorize the Company to file with the Secretary of State
      of
      the State of Colorado appropriate articles of incorporation for Summit. The
      Organizers further agree to use their reasonable best efforts to cause the
      Division to authorize the Bank under the laws of the State of Colorado to
      commence a banking business and otherwise to effect the Transaction. The date
      the Bank commences a banking business with the public is referred to as the
      “Charter
      Date.”
Each
      of the undersigned authorizes John K. Schmidt, an executive officer of the
      Company, or such other individual who may be chosen from time to time by the
      Company to serve as the undersigned’s lawful agent in connection with the
      Transaction (the “Agent”),
      and
      further acknowledges the employment of John Carmichael as the Bank’s president
      (the “President”).
      The
      President and the Agent shall be primarily responsible for preparing and filing
      all regulatory applications deemed by them to be necessary to effect the
      Transaction, including, but not limited to, applications with the Federal
      Reserve, the Division and the FDIC. Each of the Organizers agrees to cooperate
      fully with the President and the Agent in such efforts.

     

    Section
      1.2  Subscriptions
      for Summit Stock.

     

    (a)  The
      Organizers agree that Summit’s initial capitalization shall be Fifteen Million
      Dollars ($15,000,000) comprised of One Million Five Hundred Thousand (1,500,000)
      common shares issued at a price of Ten Dollars ($10.00) per share. The
      Organizers further agree that the Bank’s minimum initial capitalization shall be
      Twelve Million Dollars ($12,000,000) comprised of One Million Two Hundred
      Thousand (1,200,000) common shares issued at a price of Ten Dollars ($10.00)
      per
      share. The Organizers acknowledge the following subscriptions for Summit Stock
      and agree to cause Summit to accept the same upon the completion of its
      formation:

     

    (i)  the
      Company agrees to subscribe for and purchase One Million Two Hundred Thousand
      (1,200,000) common shares, or Eighty Percent (80%), of the initial issuance
      of
      Summit Stock at an aggregate issuance price of Twelve Million Dollars
      ($12,000,000); and

     

    (ii)  the
      Investors severally, and not jointly, agree to subscribe for and purchase,
      Summit Stock in the amount set forth opposite his or her name on Exhibit A
      attached
      hereto, which shall, in the aggregate, equal Three Hundred Thousand (300,000)
      common shares or Twenty Percent (20%), of the initial issuance of Summit Stock
      at an aggregate issuance price of Three Million Dollars
      ($3,000,000).

     

    (b)  The
      Organizers agree that if the Charter Date shall not have occurred by the date
      which is eighteen (18) months after the date of this Agreement, unless such
      time is extended by written agreement of the Organizers who have subscribed
      for
      not less than a majority of the shares of Summit Stock, this Agreement shall
      terminate and each of the Organizers shall:

     

    (i)  receive
      a
pro
      rata
      portion
      of any of the subscription funds previously contributed (after the satisfaction
      of all expenses incurred in attempting to organize the Bank, including the
      preparation and filing of all necessary regulatory applications as described
      in
      this Agreement); and

     

    (ii)  accept
      such distribution in full satisfaction of any amounts due under this Agreement
      to or from any of the other Organizers, including the Company.

     

    (c)  Except
      as
      provided below in this Section
      1.2(c),
      payment
      by an Organizer of the aggregate cash amount for the Organizer’s subscription
      for the Summit Stock (the “Subscription
      Amount”)
      shall
      be made in two installments, with the first installment in an amount equal
      to
      Ten Percent (10%) of the Organizer’s aggregate Subscription Amount (the
“First
      Installment”),
      and
      the second installment equal to the balance of the Organizer’s Subscription
      Amount (the “Second
      Installment”).
      Notwithstanding the foregoing sentence, however, the Company shall pay the
      full
      amount of its Subscription Amount concurrently with the date of its execution
      of
      this Agreement. Each of the Organizers irrevocably agrees to deliver to the
      Agent either cash, or check(s) made payable to “Summit Acquisition Corporation,”
in the amount of the Organizer’s:

     

    (i)  First
      Installment concurrently with the date of each Organizer’s execution of this
      Agreement; and

     

    (ii)  Second
      Installment by no later than the Charter Date, unless the Agent and the
      President jointly determine that the Bank needs additional funds prior to that
      time to complete the Transaction.

     

    Section
      1.3  Deposit
      and Expenditure of Organizers’ Funds.
      All
      funds collected from the Organizers pursuant to this Agreement (the
“Organizers’
      Funds”)
      shall
      be deposited into a non-interest bearing account (the “Organization
      Account”)
      established with the Dubuque Bank and Trust Company, Dubuque, Iowa (the
“Escrow
      Bank”).
      Upon
      the signature of the President, funds may be withdrawn from the Organization
      Account only to be used to pay normal and customary expenses relating to the
      Transaction, including, but not limited to, the following:

     

    (a)  expenses
      arising from or relating to the organization, capitalization and operation
      of
      the Bank, including the filing of all necessary regulatory applications with
      the
      Federal Reserve, the Division and the FDIC to effect the
      Transaction;

     

    (b)  accounting,
      auditing, legal, investment banking, due diligence and appraisal expenses
      relating to or in connection with the Transaction;

     

    (c)  salary
      payments to the President and to any other officers or employees of the Bank
      that are deemed necessary by the Agent; and

     

    (d)  other
      expenses arising from or directly relating to the Transaction;

     

    provided,
      however,
      that
      any expenditure in excess of Five Thousand Dollars ($5,000) shall require the
      joint authorization of the President and the Agent. The President and the Agent
      shall jointly compile a budget of estimated expenses relating to the Transaction
      (the “Operating
      Budget”).
      The
      Organizers hereby acknowledge that the President and the Agent may begin making
      withdrawals from the Organization Account immediately, and accordingly, if
      the
      Transaction were not consummated, the Organizers would not receive a refund
      of
      100% of the Organizers’ Funds.

     

    Section
      1.4  Books
      and Records.
      The
      President shall ensure that proper records of all expenditures from the
      Organization Account are maintained and such records shall be available for
      inspection by any Organizer. The President will prepare and distribute to each
      Organizer a monthly financial report and a copy of the monthly account statement
      issued by the Escrow Bank with respect to the Organization Account, noting
      variations, if any, from the Operating Budget.

     

    Section
      1.5  Additional
      Capital.
      Each of
      the Organizers agrees that any additional capital needed by Summit or the Bank
      shall be contributed by the Company in return for the issuance of additional
      Summit Stock, provided,
      however,
      that
      prior to any proposed issuance of additional Summit Stock, each Investor shall
      receive the right to purchase that number of shares that would be necessary
      to
      allow such Investor to maintain the same percentage ownership of outstanding
      Summit Stock he or she enjoyed prior to the issuance of any additional shares
      of
      Summit Stock. In addition:

     

    (a)  any
      right
      of an Investor to purchase any additional shares of Summit Stock pursuant to
      the
      provisions of this Section would not be transferable or assignable (except
      as
      provided in Section 3.6)
      and any
      shares of Summit Stock purchased in connection with the exercise of such right
      would be subject to all the terms of this Agreement; 

     

    (b)  any
      purchase of additional shares by an Investor pursuant to the terms of this
      Section must be made on the same terms and conditions as the Company;
      and

     

    (c)  any
      such
      offer to purchase additional Summit Stock could be made to all the Investors
      in
      compliance with applicable law to Summit. 

     

    Except
      as
      expressly provided in this Section or as required by applicable law, each of
      the
      Investors hereby acknowledges that he or she shall have no rights to subscribe
      for additional Summit Stock.

     

    ARTICLE
      2  

    Repurchase
      Options and Obligations

     

    Section
      2.1  Repurchase
      Obligation at Fifth Anniversary.

     

    (a)  Upon
      the
      fifth (5th)
      anniversary of the Charter Date (the “Fifth
      Anniversary”),
      the
      Company agrees to purchase from the Investors, and each of the Investors agrees
      to sell to the Company, all of the Summit Stock then owned by the Investor
      (the
“Investors’ Stock”)
      on the
      terms set forth in this Section. The total purchase price for the Investors’
Stock shall be an amount equal to the “Repurchase
      Price,”
as
      defined below.

     

    (b)  Except
      as
      provided in this Section, the Repurchase Price shall be the appraised value
      of
      the Investors’ Stock as of the Fifth Anniversary as determined by Alex
      Sheshunoff Management Services, Inc. or its successor, or if neither such firm
      nor its successor is still in existence and performing appraisals of the stock
      of commercial banks, then by an independent, nationally recognized appraisal
      firm with no less than (ten) 10 years of experience in appraising the stock
      of commercial banks, jointly selected by the Company and the Investors (the
      “Appraised
      Value”).
      For
      purposes of such an appraisal, the value of the Investors’ Stock shall be
      determined as if 100% of Summit were being sold.

     

    (c)  Notwithstanding
      anything contained herein to the contrary, if on the Fifth
      Anniversary:

     

    (i)  Summit
      has total consolidated assets of greater than Two Hundred Million Dollars
      ($200,000,000) and has earned greater than a Ten Percent (10%) average annual
      consolidated return on equity during the prior twenty four (24) months (computed
      in accordance with generally accepted accounting principles and based upon
      average consolidated equity during such twenty four month period), then in
      no
      event shall the Appraised Value represent a multiple on Summit’s consolidated
      net earnings for the prior twelve (12) months of less than twelve times (12x)
      or
      greater than eighteen times (18x) such trailing twelve (12) months’ consolidated
      earnings; and 

     

    (ii)  Summit
      has total consolidated assets of less than Two Hundred Million Dollars
      ($200,000,000) or has earned less than a Ten Percent (10%) average annual
      consolidated return on equity during the prior twenty four (24) months (computed
      in accordance with generally accepted accounting principles and based upon
      average consolidated equity during such twenty four month period), then in
      no
      event shall the Appraised Value represent a multiple on Summit’s consolidated
      net earnings for the prior twelve (12) months of less than six times (6x) or
      greater than twelve times (12x) such trailing twelve (12) months’ consolidated
      earnings

     

    For
      purposes of this Section: (x) the total consolidated assets of Summit shall
      include the amount of the assets (calculated at the time of acquisition) of
      any
      bank, thrift or other financial institution or financial institution holding
      company, or any branch, office or part thereof, acquired by Summit or the Bank
      between the date of this Agreement and the Fifth Anniversary; and (y) in
      computing return on equity, if the corporate overhead allocation attributed
      to
      Summit by the Company is greater than that attributed proportionately to the
      Company’s other subsidiaries (based on the average assets of each subsidiary),
      then the return on equity calculation will be adjusted such that Summit’s
      corporate overhead allocation equals its pro rata percentage share based upon
      Summit’s percentage of total average consolidated assets to the Company’s total
      average consolidated assets.

     

    (d)  The
      Repurchase Price shall be paid to Investors (pro rata based upon their
      respective percentage ownership of the Investors’ Stock) in two
      parts:

     

    (i)  the
      first
      part of the Repurchase Price, which shall be equal to each Investor’s total
      capital contribution as reflected on Exhibit A
      attached
      hereto, shall be paid to the Investor, at the Investor’s election (but subject
      to compliance with any applicable securities laws) in cash, common stock of
      the
      Company (“Company
      Stock”)
      or a
      combination of cash and Company Stock; and

     

    (ii)  the
      second part of the Repurchase Price, which shall be equal to each Investor’s
      appropriate share of the remaining balance of the total Repurchase Price, shall
      be paid to the Investor, at the Company’s election (but subject to compliance
      with any applicable securities laws) in cash, Company Stock or a combination
      of
      cash and Company Stock. For purposes of this Section, the per share value of
      Company Stock shall be equal to the VWAP, which means the volume
      weighted average price per share of Company Stock, rounded to the nearest
      one-hundredth of a cent, during the ninety (90) days prior to the Fifth
      Anniversary. For this purpose, the VWAP shall be calculated using the default
      criteria for the function known as “Bloomberg VWAP” of the AQR function for
      Company Stock on the automated quote and analytical system distributed by
      Bloomberg Financial LP.

     

    Section
      2.2  Tender
      Right.
      Each of
      the Investors shall have the right, exercisable at any time after the date
      hereof and through the Fifth Anniversary, to tender all of the Summit Stock
      owned by such Investor to the Company for purchase at a cash price equal to
      such
      Investor’s original investment in Summit Stock, plus a Six Percent (6%) annually
      compounded rate of return on such original investment (the “Tender
      Right”).
      An
      Investor may exercise the Tender Right by delivering to the Company written
      notice of such Investor’s intention to tender all of the Investor’s shares of
      Summit Stock to the Company for purchase. Upon proper exercise of the Tender
      Right, the Company hereby agrees to purchase for cash all of the shares of
      Summit Stock owned by the Investor selling such Summit Stock at the purchase
      price and on the terms set forth in this Article.

     

    Section
      2.3  Repurchase
      Upon Company Change of Control.
      If at
      any time after the date hereof and through the Fifth Anniversary there is a
      “Change of Control of the Company” (as defined below), the Company, or its
      successor, shall purchase from the Investors, and each Investor agrees to sell
      to the Company or its successor, all of the Summit Stock then owned by the
      Investors at a price per share equal to the Control Premium Price, as defined
      below. For purposes of this Section, a “Change
      of Control of the Company”
shall
      mean the acquisition by any person or entity (a “Company
      Acquirer”)
      of:

     

    (a)  legal
      or
      beneficial ownership (as defined by Rule 13d-3 promulgated under the
      Securities Exchange Act of 1934, as amended) of greater than two thirds
      (2/3)
      of the
      then issued and outstanding Company Stock through any transaction;
      or

     

    (b)  all
      or
      substantially all of the assets of the Company.

     

    The
      “Control
      Premium Price”
shall
      be equal to the per share book value of the Investor’s equity interest in
      Summit, multiplied by the same multiple of book value as paid by the Company
      Acquirer for the stock or assets of the Company. For example, if the Company
      is
      sold to another entity for three times the Company’s book value, the Control
      Premium Price would be equal to three times the per share book value of the
      Investor’s equity interest in Summit.

     

    Section
      2.4  Terms,
      Time and Place of Closing.

     

    (a)  Except
      as
      otherwise specifically provided by the terms of this Article, the purchase
      price
      of any Summit Stock purchased by the Company or its successor from any Investor
      pursuant to the terms of this Article shall be paid by wire transfer of
      immediately available funds to the selling Investor or Investors in the amount
      of the purchase price prescribed by the terms of this Article.

     

    (b)  Except
      as
      otherwise specifically provided by the terms of this Article, the closing of
      the
      purchase and sale of any Summit Stock to be purchased and sold pursuant to
      the
      provisions of this Article (the “Closing”)
      shall
      be held at such place and time and on such date as may mutually be agreed upon
      in writing by the Investor and the Company, or, if they fail to agree, at the
      main office of the Company at 10:00 a.m. on the later of:

     

    (i)  the
      tenth (10th)
      Business Day (as defined below) following the determination of the purchase
      price to be paid in connection with such purchase of Summit Stock;

     

    (ii)  thirty (30)
      Business Days following the action or occurrence that triggers the obligation
      to
      purchase such Summit Stock; and

     

    (iii)  five (5)
      Business Days after the receipt of any necessary regulatory approvals for such
      purchase. 

     

    (c)  Except
      as
      otherwise specifically provided by the terms of this Article, at the Closing
      held pursuant to this Article, the Company shall make the delivery described
      in
      subsection (a) of this Section and the selling Investor shall deliver to
      the Company free and clear of all liens, claims and encumbrances (other than
      those imposed by this Agreement and evidenced by the legend provided for below),
      a certificate or certificates representing the shares of Summit Stock to be
      purchased and sold, duly endorsed in blank, with all taxes on the transfer,
      if
      any, paid by the transferor thereof.

     

    (d)  The
      consummation of any purchase of Summit Stock pursuant to this Article (the
      “Sale
      Stock”)
      shall
      be subject to the receipt by the Company of any necessary regulatory approvals,
      which the Company agrees to use its commercially reasonable best efforts to
      obtain as soon as practicable, provided,
      however,
      that if
      the Company is unable, after the exercise of diligent efforts, within one
      hundred twenty (120) days after the last date provided in Section
      2.4(b)(i)
      or
Section
      2.4(b)(ii)
      for the
      closing of the purchase of the Sale Stock, or such longer period of time as
      may
      be mutually agreed upon by the prospective purchasers and prospective sellers
      of
      the Sale Stock, to obtain any necessary regulatory approvals, then:

     

    (i)  each
      of
      the prospective sellers of the Sale Stock shall be released from any further
      obligations pursuant to the terms of this Agreement solely with respect to
      such
      Sale Stock and shall be free to sell the Sale Stock to any person or entity
      free
      of any lien or encumbrance imposed by the terms of this Agreement;
      and

     

    (ii)  the
      Company shall be released from any further obligations pursuant to the terms
      of
      this Agreement with respect to the purchase of the Sale Stock and shall have
      no
      further rights or obligations with respect to the Sale Stock, other than as
      set
      forth in Section
      2.5
      and
Section
      2.6.

     

    Section
      2.5  Tag
      Along Right.
      If the
      Company proposes to sell or transfer control of more than a 50% interest in
      Summit to any non-Affiliate of the Company in one transaction or in a series
      of
      related transactions (a “Tag
      Along Sale”),
      then
      the Investors shall each have the right to participate in such Tag Along Sale
      on
      the following terms:

     

    (a)  The
      Company shall give the Investors not less than thirty (30) days written
      notice (“Tag
      Along Sale Notice”)
      of its
      intention, describing the price offered, all other material terms and conditions
      of the Tag Along Sale and, if the consideration payable pursuant to the Tag
      Along Sale consists in whole or in part of consideration other than cash, such
      information relating to such other consideration as any Investor may reasonably
      request.

     

    (b)  In
      connection with any Tag Along Sale, each Investor shall have the right, in
      his
      or her sole discretion, to participate in such sale on a pro rata basis and
      upon
      substantially the same terms and conditions, including the amount and form
      of
      consideration, as the Company. The Investor shall exercise the rights under
      this
Section
      2.5
      (if at
      all) within thirty (30) days after receipt of the Tag Along Sale Notice by
      submitting written notice of such exercise to the Company. Upon the exercise
      of
      such rights, each Investor shall deliver his shares of Summit Stock to the
      purchaser on substantially the same terms and conditions as the Company as
      set
      forth in the Tag Along Sale Notice.

     

    (c)  For
      purposes of this Agreement,

     

    (i)  “Person”
      means any individual, bank, corporation, partnership, limited liability company,
      association, joint-stock company, business trust or unincorporated organization;
      and 

     

    (ii)  “Affiliate”
      means a Person that directly or indirectly, through one or more intermediaries,
      controls, is controlled by, or is under common control with, the first mentioned
      Person. For purposes of this definition, “control” means the possession, direct
      or indirect, of the power to direct or cause the direction of management and
      policies of a Person, whether through the ownership of voting securities, by
      contract or otherwise.

     

    Section
      2.6  Right
      to Compel Sale.

     

    (a)  Subject
      to the provisions of this Section, if at any time the Company proposes to sell
      shares of Summit Stock representing more than a 50% interest in Summit, then
      the
      Company shall have the right, exercisable as set forth below, to compel all
      of
      the Investors to sell to the third party purchaser (a “Compelled
      Sale”)
      all,
      but not less than all, of the shares of Summit Stock then held by them. In
      connection with any Compelled Sale, such Investors will receive the same
      consideration payable to the Company and be on the same terms and conditions
      applicable to the Company. 

     

    (b)  If
      the
      Company elects to exercise its right to cause a Compelled Sale, it will deliver
      written notice (a “Compelled
      Sale Notice”)
      to
      each Investor, setting forth the consideration, the number of shares of Summit
      Stock to be sold and describing all other material terms and conditions of
      the
      Compelled Sale, including the proposed closing date, which shall not be less
      than thirty (30) days after the date the Compelled Sale Notice is
      delivered. Each Investor will deliver the Summit Stock held by each such
      Investor to the third party purchaser in accordance with the terms set forth
      in
      the Compelled Sale Notice upon receipt of the consideration provided for
      therein. 

     

    (c)  Notwithstanding
      the provisions of Section
      2.6(a)
      and
Section
      2.6(b),
      and in
      lieu of complying with the Compelled Sale Notice, any Investor shall have the
      right to purchase from the Company all, but not less than all, of the shares
      of
      Summit Stock the Company desires to sell, but only on the same terms and
      conditions as described in the Compelled Sale Notice, including the proposed
      closing date (the “Minority
      Right of First Refusal”).
      If by
      no later than thirty (30) days after the date the Compelled Sale Notice is
      delivered, an Investor delivers to the Company a binding written commitment
      from
      an Investor or Investors of his or their exercise of the Minority Right of
      First
      Refusal and specifying all of the terms of such purchase, together with evidence
      reasonably satisfactory to the Company of the financial capability to consummate
      such exercise (the “Notice
      of Exercise”),
      then
      all Investors shall be released from their obligation to participate in the
      Compelled Sale, provided,
      however,
      that if
      the exercise of the Minority Right of First Refusal described in the Notice
      of
      Exercise does not occur in accordance with the terms specified therein, then
      all
      Investors shall again be subject to the obligation to participate in the
      Compelled Sale.

     

    Section
      2.7  Corporate
      Reorganization.
      Notwithstanding anything contained herein to the contrary, at any time after
      the
      Bank commences banking operations, the Company shall have the right to effect
      a
      reorganization of Summit and the Bank to eliminate Summit and cause all of
      the
      then issued and outstanding shares of Summit Stock to be exchanged on a one
      for
      one basis for shares of Bank Stock (the “Reorganization”).
      Each
      of the Organizers agrees, upon the Company’s written request, to consent to the
      taking of, and to take, all reasonable and necessary actions to effect the
      Reorganization. Upon the effective date of any Reorganization, and with respect
      to actions, obligations, events or circumstances that will occur, are intended
      to occur or may occur thereafter:

     

    (a)  all
      of
      the rights and obligations applicable to the holders of Summit Stock shall
      be
      applicable to the holders of Bank Stock; and

     

    (b)  all
      references in this Agreement to Summit and the Bank together, or to Summit
      alone, except where clearly inapplicable or where the reference to Summit
      clearly applies only to a corporation and not a bank, shall be deemed to refer
      only to the Bank and all references to Summit Stock shall be deemed to refer
      and
      be applicable to Bank Stock.

     

     

    ARTICLE
      3  

    Representations,
      Warranties And Covenants

     

    Section
      3.1  Summit
      and Bank Operations.
      Each of
      the Organizers agrees to use its, his or her best efforts to cause Summit and
      the Bank to be successful. Each of the Organizers acknowledges and agrees that
      in addition to core deposit growth, the Organizers will work to expand the
      Bank’s operations through selected acquisitions of banks and other financial
      institutions, provided,
      however,
      that no
      offer will be made for any such institution without the prior consent of the
      Company.

     

    Section
      3.2  Representations,
      Warranties and Covenants.
      Each of
      the undersigned Organizers hereby represents and warrants to, and acknowledges
      to and agrees with, the Agent, the President and each other Organizer as
      follows:

     

    (a)  The
      Organizer and, if applicable, the attorney, accountant, executive officer or
      financial investment advisor for the Organizer (collectively, “Advisor”),
      has
      had a reasonable opportunity to ask questions of and receive information and
      answers from the other Organizers and persons acting on behalf of Summit and
      the
      Bank concerning the Transaction, all such questions asked have been answered
      and
      all such information requested has been provided to the full satisfaction of
      the
      Organizer or the Organizer’s Advisor.

     

    (b)  No
      oral
      or written representations have been made or oral or written information
      furnished to the Organizer or the Organizer’s Advisor(s) in connection with the
      Organizer’s agreement to purchase Summit Stock that were in any way inconsistent
      with the information stated in this Agreement.

     

    (c)  The
      Organizer is not subscribing for Summit Stock as a result of or subsequent
      to
      any advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting, or any solicitation of a subscription
      by a
      person not previously known to each of the undersigned generally or in
      connection with investments in securities.

     

    (d)  The
      Organizer’s overall commitment to investments that are not readily marketable is
      not disproportionate to the Organizer’s net worth and the Organizer’s investment
      in the Bank will not cause such overall commitment to become disproportionate
      to
      the Organizer’s net worth.

     

    (e)  Any
      Organizer that is an individual has reached the age of majority in the state
      in
      which the Organizer resides, has adequate net worth and means of providing
      for
      the Organizer’s current needs and personal contingencies, is able to bear the
      substantial economic risks of the investment in Summit as evidenced by this
      Agreement, has no need for liquidity in such investment and, at the present
      time, could afford a complete loss of such investment.

     

    (f)  The
      Organizer, individually or acting through its executive officers, has such
      knowledge and experience in financial and business matters so as to enable
      the
      Organizer to utilize the information made available to him, her or it in
      connection with his, her or its investment in Summit in order to evaluate the
      merits and risks of such an investment and to make an informed investment
      decision with respect thereto and the Organizer has carefully evaluated the
      risk
      of such investment.

     

    (g)  The
      Organizer is not relying on the Agent, the President, any other Organizer or
      any
      other person acting on behalf of Summit or the Bank, the Agent, the President
      or
      any of the other Organizers with respect to the Organizer’s economic
      considerations relating to this investment; and in regard to such
      considerations, the Organizer has relied on the advice of, or has consulted
      with, his, her or its own Advisor(s).

     

    (h)  The
      Organizer is making the investment evidenced hereby solely for the Organizer’s
      own account as principal, for investment purposes only and not with a view
      to
      the resale or participation of any portion thereof, and no other person has
      a
      direct or indirect beneficial interest in such investment.

     

    (i)  Any
      Organizer that is also an Investor acknowledges that the Company is under no
      obligation to register any Company Stock that the Organizer may receive pursuant
      to the terms of this Agreement, and further acknowledges that the receipt by
      the
      Organizer of any Company Stock is subject to the Company’s ability to satisfy
      the requirements of any applicable federal or state securities laws,
provided,
      however,
      that
      during the two and one-half (21⁄2) year period following the issuance by the
      Company to any Investor of any shares of the Company’s common stock pursuant to
      the terms of this Agreement, the Company agrees to use its best efforts to
      file
      in a timely manner all reports required to be filed with the Securities and
      Exchange Commission.

     

    (j)  The
      Organizer acknowledges that a legend will be placed on each certificate
      representing the Summit Stock substantially as follows:

     

    Voluntary
      and involuntary transfer of any of the shares represented by this certificate
      are governed by and in all respects subject to the terms and conditions of
      that
      certain Agreement to Organize and Stockholder Agreement among Heartland
      Financial USA, Inc. and certain other holders of this Company’s capital stock
      dated as of April 1, 2006, an executed copy of which has been deposited
      with the Secretary of the Company at its registered office in Broomfield,
      Colorado. Such Agreement imposes certain obligations on the holder of these
      shares in certain circumstances, which obligations and circumstances are
      described therein. No transfer of such shares will be made on the books of
      the
      Company unless accompanied by evidence of compliance with the terms of such
      Agreement.

     

    (k)  The
      Organizer recognizes that an investment in Summit Stock involves a number of
      significant risks, including, without limitation, the following
      considerations:

     

    (i)  no
      Federal or state agency has passed upon the Summit Stock or made any finding
      or
      determination as to the fairness of the investment in Summit Stock;
      and

     

    (ii)  there
      is
      no established market for the Summit Stock and it is unlikely that a public
      market for the Summit Stock will develop.

     

    (l)  The
      Organizer acknowledges receipt of copies of certain financial and other
      information concerning the proposed operations of Summit and the Bank, and
      recognizes that the Bank is a de
      novo
      bank to
      be organized in the future and has no financial or operating history, that
      the
      organization and operation of Summit and the Bank entails significant risks,
      including, without limitation, that the organization of Summit and the Bank
      is
      subject to regulatory approvals and that there are no assurances that such
      approvals will be obtained.

     

    (m)  Within
      five (5) days after receipt of a request from the Agent or the President, the
      Organizer hereby agrees to provide such information and to execute and deliver
      such documents as may be reasonably necessary to complete the necessary
      applications to organize the Bank and to comply with any and all laws and
      ordinances to which Summit or the Bank is subject.

     

    (n)  The
      foregoing representations, warranties and agreements, together with all other
      representations and warranties made or given by the Organizer in any other
      written statement or document delivered in connection with the transactions
      contemplated hereby, shall be true and correct in all respects on and as of
      the
      date of the delivery of such statement or document as if made on and as of
      such
      date and shall survive such date.

     

    Section
      3.3  Indemnification.
      Each
      Organizer agrees to indemnify and hold harmless Summit, the Bank, the Agent,
      the
      President and each of the other Organizers and all of their respective agents
      and representatives who are associated with the Transaction and all of the
      proposed officers and directors of Summit and the Bank against any and all
      loss,
      liability, claim, damage and expense whatsoever (including, but not limited
      to,
      any and all expenses reasonably incurred in investigating, preparing or
      defending against any litigation commenced or threatened or any claim
      whatsoever) arising out of or based upon any false representations or warranty
      or breach or failure by the undersigned to comply with any covenant or agreement
      made by the undersigned herein or in any other document furnished by the
      undersigned to any of the foregoing in connection with the
      Transaction.

     

    Section
      3.4  Additional
      Information.
      Each of
      the undersigned hereby acknowledges and agrees that the Agent or the President
      may make or cause to be made such further inquiry and obtain such additional
      information from any of the undersigned as he may deem appropriate, and each
      of
      the undersigned hereby agrees to cooperate fully with the Agent and the
      President in this regard.

     

    Section
      3.5  Irrevocability;
      Binding Effect.
      Each of
      the undersigned hereby acknowledges and agrees that:

     

    (a)  the
      undersigned is not entitled to cancel, terminate or revoke this Agreement or
      any
      agreements of each of the undersigned hereunder; and

     

    (b)  this
      Agreement and such other agreements shall survive the death or disability of
      each of the undersigned and shall be binding upon and inure to the benefit
      of
      the parties and their heirs, executors, administrators, successors, legal
      representatives and assigns.

     

    Section
      3.6  Transfer
      Restrictions.
      Subject
      to Section
      2.4(d)(ii),
      each of
      the Investors hereby agrees that he or she will not sell, exchange, assign,
      transfer, pledge, hypothecate, give away (by lifetime transfer) or otherwise
      encumber or dispose of any shares of Summit Stock at any time owned by him
      or
      her without the express prior written consent of the Company, provided,
      however,
      that
      the foregoing shall not prohibit the transfer of shares of Summit Stock by
      testamentary transfer so long as each recipient of any shares of Summit Stock
      becomes a party to this Agreement and agrees to be bound by its
      terms.

     

     
      ARTICLE 4  

    Miscellaneous

     

    Section
      4.1  Modification.
      Neither
      this Agreement nor any provisions hereof shall be waived, modified, discharged
      or terminated except by an instrument in writing signed by the Company, on
      the
      one hand, and by the holders of a majority of the shares of Summit Stock owned
      by the Investors, on the other hand. The Bank and all of its stockholders shall
      be bound by any such modification, waiver, discharge or
      termination.

     

    Section
      4.2  Notices.
      All
      notices, consents, waivers and other communications under this Agreement must
      be
      in writing (which shall include telecopier communication) and will be deemed
      to
      have been duly given if delivered by hand or by nationally recognized overnight
      delivery service (receipt requested), mailed with first class postage prepaid
      or
      telecopied if confirmed immediately thereafter by also mailing a copy of any
      notice, request or other communication by mail with first class postage prepaid
      to any Organizer at the address set forth on Exhibit A attached hereto or to
      such other person or place as an Organizer shall furnish to the other Organizers
      in writing. Except as otherwise provided herein, all such notices, consents,
      waivers and other communications shall be effective:

     

    (a)  if
      delivered by hand, when delivered;

     

    (b)  if
      mailed
      in the manner provided in this Section, five (5) Business Days after
      deposit with the United States Postal Service;

     

    (c)  if
      delivered by overnight express delivery service (receipt requested), on the
      next
      Business Day after deposit with such service; and

     

    (d)  if
      by
      telecopier, on the next Business Day if also confirmed by mail in the manner
      provided in this Section.

     

    For
      purposes of this Agreement, “Business
      Day”
means
      any day except Saturday, Sunday and any day on which the Escrow Bank is
      authorized or required by law or other government action to close.

     

    Section
      4.3  Counterparts.
      This
      Agreement may be executed through the use of separate signature pages or in
      any
      number of counterparts, and each of such counterparts shall, for all purposes,
      constitute one agreement binding on all parties, notwithstanding that all
      parties are not signatories to the same counterpart.

     

    Section
      4.4  Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties with respect to the
      subject matter hereof and there are no representations, covenants or other
      agreements except as stated or referred to herein.

     

    Section
      4.5  Severability.
      Each
      provision of this Agreement is intended to be severable from every other
      provision, and the invalidity or illegality of any portion hereof shall not
      affect the validity or legality of the remainder hereof.

     

    Section
      4.6  Assignability.
      This
      Agreement is not transferable or assignable by any of the undersigned, except
      as
      otherwise provided by Section 3.6.

     

    Section
      4.7  Governing
      Law, Jurisdiction and Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Iowa applied to residents of that state executing contracts wholly
      to
      be performed in that state. Each of the undersigned irrevocably agrees that
      any
      action or proceeding in any way, manner or respect arising out of this Agreement
      or any amendment, instrument, document or agreement delivered or which may
      in
      the future be delivered in connection herewith shall be litigated only in the
      courts having situs within the City of Dubuque, the State of Iowa, and each
      of
      the undersigned hereby consents and submits to the jurisdiction of any local,
      state or federal court located within such city and state. Each of the
      undersigned hereby waives any right the Organizer may have to transfer or change
      the venue of any litigation brought against the undersigned by the Bank or
      the
      Agent. 

     

    Section
      4.8  Dispute
      Resolution.
      Unless
      otherwise specifically provided for in this Agreement, all disputes,
      controversies, claims or disagreements arising out of or relating to this
      Agreement, (singularly, a “Dispute,”
and
      collectively, “Disputes”)
      shall
      be resolved in the following manner (the “Dispute
      Resolution Process”),
      provided,
      however,
      that
      the Dispute Resolution Process shall be commenced only if (x) requested in
      a written notice (the “Notice
      of Dispute”)
      describing the Dispute that is delivered to all parties to this Agreement and
      signed by either the Company, or by Investors owning a majority of the Summit
      Stock owned by all Investors and representing the joint position of all such
      Investors signing the Notice of Dispute and (y) the Dispute has a
      liquidated monetary value of greater than Five Hundred Thousand Dollars
      ($500,000):

     

    (a)  First,
      within
      ten (10) days after the receipt of Notice of Dispute, the parties
      representing the two opposing sides of the Dispute, or representatives of such
      parties with decision making authority (collectively, the “Dispute
      Parties,”
and
      individually, a “Dispute
      Party”)
      shall
      meet and negotiate in good faith for a period of fifteen (15) days in an
      effort to resolve the Dispute.

     

    (b)  Second,
      if
      within such fifteen (15) day period, the Dispute Parties have not succeeded
      in
      negotiating a resolution of the Dispute, they agree to submit the Dispute to
      mediation in Chicago, Illinois, in accordance with the Commercial Mediation
      Rules of the American Arbitration Association (“Mediation”)
      and to
      bear equally the costs of the Mediation. The Dispute Parties will jointly
      appoint a mutually acceptable mediator, provided,
      however,
      that if
      they are unable to agree upon such appointment within ten (10) days from
      the conclusion of the negotiation period described in Section
      4.8(a),
      then
      the Dispute Parties shall request the American Arbitration Association to
      appoint an appropriate mediator. The Dispute Parties shall agree to participate
      in good faith in the Mediation
      and negotiations related thereto for a period of thirty (30) days.

     

    (c)  Third,
      if the
      Dispute Parties are still unable to resolve the Dispute within such thirty
      (30)
      day mediation period, the Dispute Parties shall resolve the Dispute by
      submitting the Dispute to binding arbitration in Chicago, Illinois, pursuant
      to
      the procedures set forth in Section
      4.8(d)
      (“Arbitration”).

     

    (d)  Each
      Dispute Party shall submit the Dispute to Arbitration in accordance with the
      Commercial Arbitration Rules of the American Arbitration Association in Chicago,
      Illinois, and under the jurisdiction of the American Arbitration Association
      in
      Chicago, Illinois, subject to the following provisions:

     

    (i)  Each
      Dispute Party shall set forth in writing and deliver to the arbitrators its
      position on the issue(s) in Dispute, provided,
      however,
      that in
      all Disputes, there shall be only two positions: the Company’s position and the
      joint position of all Investors who signed the related Dispute Notice. The
      arbitrators shall have the authority only to rule in favor of one of the two
      stated positions of one of the Dispute Parties with respect to each different
      issue, with no compromises or alternative solutions permitted. The arbitrators
      shall have the authority to rule for a different Dispute Party with respect
      to
      each different issue presented. If one of the Dispute Parties fails to submit
      its position to the arbitrators within the time period provided therefor, the
      arbitrators shall rule in favor of the stated position of the Dispute Party
      submitting such position.

     

    (ii)  Within
      ten (10) days after submittal of the Dispute to Arbitration, the Dispute
      Parties shall agree upon an arbitrator. If the Dispute Parties are unable to
      agree upon an arbitrator, within fifteen (15) days after submittal to
      arbitration, each Dispute Party shall appoint an arbitrator and within
      ten (10) days of their appointment the two arbitrators so chosen shall
      nominate a third arbitrator. If within such ten (10) day period the two
      arbitrators fail to nominate the third arbitrator, upon written request of
      either Dispute Party, the third arbitrator shall be appointed by the American
      Arbitration Association from its commercial dispute panel of arbitrators and
      both Dispute Parties shall be bound by the appointment so made. If either of
      the
      Dispute Parties shall fail to appoint an arbitrator as required under this
      Section
      4.8(d)(ii),
      the
      arbitrator appointed by the other Dispute Party shall be the sole arbitrator
      of
      the matter.

     

    (iii)  The
      decision of the arbitrators (or such single arbitrator) shall be made within
      thirty (30) days of the close of the hearing in respect of the Arbitration
      (or such longer time as may be agreed to, if necessary, which agreement shall
      not be unreasonably withheld, conditioned or delayed) and the award rendered
      by
      a majority of the panel of arbitrators (or such single arbitrator) when reduced
      to writing and signed by them shall be final, conclusive and binding upon the
      Dispute Parties. Any award rendered shall be final and conclusive upon the
      Dispute Parties and upon all other Investors and a judgment thereon may be
      entered in the highest court of a forum, state or federal, having jurisdiction.
      The expenses of the Arbitration shall be borne equally by the Dispute Parties,
      provided that each party shall pay for and bear the cost of its own experts,
      evidence and attorneys’ fees, provided,
      however,
      that in
      the discretion of the arbitrators, any award may include the fees and costs
      of a
      Dispute Party’s attorney if the arbitrator expressly determines that the Dispute
      Party against whom such award is entered has caused the Dispute, controversy
      or
      claim to be submitted to Arbitration in bad faith or as a dilatory tactic.
      No
      Arbitration shall be commenced after the date when institution of legal or
      equitable proceedings based upon such subject matter would be barred by the
      applicable statute of limitations.

     

    (iv)  Notwithstanding
      anything contained in this Section
      4.8(d),
      any
      Dispute Party shall be entitled to:

     

    (A)  commence
      legal proceedings seeking such mandatory, declaratory or injunctive relief
      as
      may be necessary to define or protect the rights and enforce the obligations
      contained herein or to maintain the “status
      quo ante”
of
      the
      parties to this Agreement pending the settlement of a Dispute in accordance
      with
      the arbitration procedures set forth in this Section
      4.8(d);

     

    (B)  commence
      legal proceedings involving the enforcement of an Arbitration decision or award
      or judgment arising out of this Agreement, or

     

    (C)  join
      any
      Arbitration or legal proceeding arising out of this Agreement with any other
      Arbitration or legal proceeding arising out of this Agreement.

     

    The
      “status
      quo ante”
is
      defined as the last peaceable, uncontested status between the parties to this
      Agreement, provided,
      however,
      that
      neither the party bringing the action nor the party defending the action thereby
      waives its right to Arbitration of any dispute, controversy or claim arising
      out
      of or in connection with or relating to this Agreement.

     

    Section
      4.9  Certificate
      of Non-Foreign Status.
      Each of
      the undersigned declares that, to the best of the Organizer’s knowledge and
      belief, the following statements are true, correct and complete with respect
      to
      such Investor:

     

    (a)  unless
      an
      Internal Revenue Service Form 4224 has been completed, each of the
      undersigned is not a foreign person for purposes of U.S. income taxation
      (i.e.,
      the
      Organizer is not a nonresident alien, nor executing this document as an officer
      of a foreign corporation, as a partner in a foreign partnership, or as a
      fiduciary of a foreign employee benefit plan, foreign trust or foreign
      estate);

     

    (b)  the
      following information, as provided by such Investor and contained elsewhere
      in
      the subscription documents is true, correct and complete: the U.S. taxpayer
      or
      employee identification number (e.g., social
      security number) and the home address; and

     

    (c)  the
      undersigned agrees to inform the Bank promptly if the undersigned becomes a
      nonresident alien.

     

    Section
      4.10  Director
      Benefits.
      Directors of the Bank will be afforded the same benefits as directors of the
      Company’s other financial institution subsidiaries.

     

    Section
      4.11  Solicitation
      of Customers or Employees.
      Commencing with the date of this Agreement and ending on the date that is two
      (2) years after the effective date of the sale by an Investor of all of his
      or
      her Summit Stock (the “Non-Solicitation
      Period”),
      such
      Investor shall not, directly or indirectly, call on, sell to, solicit banking
      business from or render banking services to any of the Bank’s customers who were
      customers of the Bank at the commencement of, and during, the Non-Solicitation
      Period, or recruit, persuade or attempt to recruit or persuade any employee
      of
      the Bank who was an employee of the Bank at the commencement of the
      Non-Solicitation Period and at the time of any such prohibited act, to leave
      the
      Bank’s employ, or to become employed by any other person or entity other than
      the Bank. For purposes of clarification, and not by way of limitation, this
      Section
      4.11
      shall
      not prevent any Investor from calling on, selling to, or soliciting business
      from any Bank customer if the purpose of such activity is not related to any
      business or service which is at that time offered by the Bank to any of its
      customers.
      Notwithstanding anything contained herein to the contrary, if any Investor
      is a
      party to an agreement with the Company, the Bank or the affiliates of either
      of
      them which other agreement contains similar non-solicitation provisions as
      contained in this Section
      4.11,
      then
      the Non-Solicitation Period applicable to such Investor shall be the longer
      of
      the Non-Solicitation Period in this Section
      4.11,
      or the
      period contained in such other similar agreement.

     

    Section
      4.12  Federal
      and State Securities and Other Laws.
      Each of
      the undersigned should also be aware of the following additional
      considerations:

     

    THE
      INVESTMENTS EVIDENCED BY THIS AGREEMENT ARE NOT, AND THE STOCK TO BE ISSUED
      WILL
      NOT BE, SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT AND WILL NOT BE INSURED BY
      THE
      FEDERAL DEPOSIT INSURANCE CORPORATION, ANY OTHER GOVERNMENT AGENCY OR
      OTHERWISE.

     

    THE
      INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATES OR UNDER OTHER APPLICABLE
      BANKING LAWS OR REGULATIONS. SUCH INTERESTS HAVE NOT BEEN APPROVED OR
      DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
      COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
      AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF SUCH INTERESTS. ANY
      REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

     

     

     

    [Signatures
      are on following page.]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Signatures

     

    In
      witness whereof,
      this
      Agreement has been executed by the undersigned Organizers on the date(s)
      indicated below:

     

    Agent       President

    _______________                __________________

    John
      K.
      Schmidt     John
      Carmichael

    


     

    
      	
               

              Signature

            	
              Social
                Security

              Number/FEIN

            	
               

              Printed
                Name 

            	
               

              Date

            
	
              Heartland
                Financial USA, Inc.

               

               

              By:  

              Name:  

              Title:  

               

            	 	
               

               

               

              Heartland
                Financial USA, Inc.,
                a
                Delaware corporation

               

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      A

    


    


    
      	
               

              Name
                and Address of
                Subscriber

            	
               

              Number
                of

              Shares
                

            	
              Total
                Subscription (in
                Dollars)

            	
              Amount
                of

              First
                Installment
                

            	
              Amount
                of

              Second
                Installment

            
	
              Heartland
                Financial USA, Inc.

              1398
                Central Avenue

              Dubuque,
                Iowa 52001

               

            	
              1,200,000

               

            	
              $ 12,000,000

               

            	
              $ 12,000,000

               

            	
              $ 0

               

            
	 	 	
              $ 

               

            	
              $ 

               

            	
              $  

               

            
	 	 	
              $ 

               

            	
              $ 

               

            	
              $  

               

            
	 	 	
              $ 

               

            	
              $ 

               

            	
              $  

               

            
	 	 	
              $ 

               

            	
              $ 

               

            	
              $  

               

            
	 	 	
              $ 

               

            	
              $ 

               

            	
              $  

               

            
	 	 	
              $ 

               

            	
              $ 

               

            	
              $  

               

            
	 	 	
              $ 

               

            	
              $ 

               

            	
              $  

               

            
	 	 	
              $ 

               

            	
              $ 

               

            	
              $