Exhibit 10.2
EAGLE BANCORP, INC.
SUBORDINATED NOTE
Certificate No.
$
August 28, 2008
Initial Principal Amount
THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT OF ANY BANK OR OTHER INSURED
DEPOSITARY INSTITUTION, AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY
OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAW.
NEITHER THIS SECURITY 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 AND ANY APPLICABLE STATE SECURITIES LAWS.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY SUCH
CERTIFICATES AND OTHER INFORMATION AS MAY BE REASONABLY REQUIRED TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
THIS NOTE IS INELIGIBLE AS COLLATERAL FOR ANY LOAN OR OTHER EXTENSION OF CREDIT
BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.
THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.
FOR VALUE RECEIVED, Eagle Bancorp, Inc., a Maryland corporation (the "Company"
which term includes any successor to the Company), for value received promises
to pay to
or registered assigns, the
initial principal sum of
dollars and no
cents ($
.00), or such lesser amount as shall result
from the cancellation of all or a portion of this Note at the Closing (as
hereinafter defined), or partial redemption of this Note, as shall be set forth
on a duly executed Schedule A hereto, on September 30, 2014, and to pay interest
on said outstanding principal sum from August 28, 2008, or from the most recent
Interest Payment Date (as defined below) to which interest has been paid or duly
provided for, monthly in arrears on the 1st
day of each month, or if such day
is not a Business Day (as hereinafter defined), then the next succeeding
Business Day (each such date, an "Interest Payment Date") (it being understood
that interest accrues for any such non-Business Day), commencing on the Interest
Payment Date in October 2008, at a fixed annual rate equal to 10.0% (the
"Interest Rate") applied to the principal amount hereof, until the principal
hereof is paid or duly provided for or made available for payment, and on any
overdue principal and (without