Form 8-K

8-K — OptimumBank Holdings, Inc.

Accession: 0001493152-26-039232

Filed: 2026-08-19

Period: 2026-08-19

CIK: 0001288855

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

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2026-08-19

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported) August 19, 2026

OPTIMUMBANK

HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Florida

001-42447

55-0865043

(State

or other jurisdiction

incorporation)

(Commission

file

number)

(IRS

employer

identification

no.)

2929

East Commercial Boulevard

Ft.

Lauderdale, Florida

33308

(Address

of principal executive offices)

(Zip

Code)

(954)

776-2332

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

Registered pursuant to Section 12(b) of the Act:

Title

of each class registered

Trading

Symbol(s)

Name

of exchange on which registered

Common

Stock

OPHC

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

August 19, 2026, OptimumBank Holding Company, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the

“Purchase Agreement”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”).

Pursuant to the Purchase Agreement, the Company sold and issued $35.0 million in aggregate principal amount of its 7.50% Fixed-to-Floating

Rate Subordinated Notes due 2036 (the “Notes”). The Company issued the Notes at a price equal to 100% of their face amount.

The Company intends to use its net proceeds from the sale of the Notes for general corporate purposes.

The

Notes have a stated maturity of September 1, 2036. The Company, at its option, may redeem the Notes, in whole or in part, on or after

September 1, 2031, and at any time upon the occurrences of certain events. The Notes will bear interest at a fixed rate of 7.50% per

year, from and including August 19, 2026 to, but excluding, September 1, 2031, or earlier redemption date. From and including September

1, 2031 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate

equal to the then current three-month term secured overnight financing rate (“SOFR”), plus 340 basis points. As provided

in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than

three-month term SOFR.

The

Company offered and sold the Notes in a private placement in reliance on exemptions from the registration requirements of the Securities

Act of 1933 (the “Securities Act”) contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

the same time as the Company entered into the Purchase Agreement and issued the Notes, the Company entered into a Registration Rights

Agreement with the Purchasers. Pursuant to the Registration Rights Agreement, the Company has agreed to take certain actions to provide

for the exchange of the Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms

as the Notes (the “Exchange Offer”). Under certain circumstances, the Company may register the Notes using different methods

of registration. If the Company fails to meet its obligations under the Registration Rights Agreement, it will be required to pay additional

interest to the holders of the Notes.

The

Company issued the Notes under an Indenture, also dated August 19, 2026 (the “Indenture”), by and between the Company and

UMB Bank, National Association, as trustee (the “Trustee”). The Notes are not subject to any sinking fund and are not convertible

into or exchangeable, other than pursuant to the Exchange Offer, for any other securities or assets of the Company or any of its subsidiaries.

The Note holders have no right to require redemption of the Notes. Prior to September 1, 2031, the Company may redeem the Notes, in whole

but not in part, only under certain limited circumstances set forth in the Indenture. On or after September 1, 2031, the Company may

redeem the Notes, in whole or in part, at its option, at times and upon notice as required by the Notes. Any redemption by the Company

must be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with any accrued and unpaid

interest on the Notes being redeemed to, but excluding, the date of redemption.

Principal

and interest on the Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related

events with respect to the Company. The Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are

not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior

indebtedness. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The

forms of the Purchase Agreement, the Registration Rights Agreement, the Indenture, and the Notes are attached as Exhibits 10.1, 10.2,

4.1 and 4.2, respectively, to this Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreement,

the Registration Rights Agreement, the Indenture and the Notes are summaries and are qualified in their entirety by reference to the

full text of such documents.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item

7.01 Regulation FD Disclosure.

connection with the offering of the Notes, the Company issued an investor presentation to potential Holders on a confidential basis,

a copy of which is furnished as Exhibit 99.1.

The

information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18

of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor

will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be

expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Exhibit

Name

Filed

Herewith

4.1

Indenture, dated August 19, 2026, by and between OptimumBank Holding Company and UMB Bank, National Association

4.2

Forms of 7.50% Fixed-to-Floating Rate Subordinated Note due 2036 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1)

10.1

Form of Subordinated Note Purchase Agreement, dated August 19, 2026, by and among OptimumBank Holding Company and the Purchasers

10.2

Form of Registration Rights Agreement, dated August 19, 2206, by and among OptimumBank Holding Company and the Purchasers

99.1

Investor Presentation

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

OPTIMUMBANK

HOLDINGS, INC.

Date:

August

19, 2026

By:

/s/

Moishe Gubin

Moishe

Gubin

Chief

Executive Officer and

Chairman

of the Board of Directors

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

OPTIMUMBANK

HOLDINGS, INC.

Issuer,

and

UMB

BANK, NATIONAL ASSOCIATION

Trustee

INDENTURE

Dated

as of August 19, 2026

7.50%

Fixed-to-Floating Rate Subordinated Notes due 2036

TABLE

OF CONTENTS

ARTICLE

I DEFINITIONS AND INCORPORATION BY REFERENCE

1.01

Definitions.

1.02

Compliance

Certificates and Opinions.

1.03

Form

of Documents Delivered to Trustee.

1.04

Acts

of Holders.

1.05

Required

Notices or Demands.

1.06

Language

of Notices.

1.07

Incorporation

by Reference of Trust Indenture Act; Conflicts.

1.08

Effect

of Headings and Table of Contents.

1.09

Successors

and Assigns.

1.10

Severability.

1.11

Benefits

of Indenture.

1.12

Governing

Law.

1.13

Legal

Holidays.

1.14

Counterparts;

Electronic Transmission.

1.15

Immunity

of Certain Persons.

1.16

Waiver

of Jury Trial.

1.17

Force

Majeure.

1.18

USA

Patriot Act.

1.19

Sinking Fund.

1.20

Rules

of Construction.

ARTICLE

II THE SUBORDINATED NOTES

2.01

Forms

Generally.

2.02

Initial

Notes and Exchange Notes.

2.03

Global

Subordinated Notes.

2.04

Restricted

Subordinated Notes.

2.05

Execution

and Authentication.

2.06

Registrar

and Paying Agent.

2.07

Registration

of Transfer and Exchange

2.08

Exchange

Offer.

2.09

Mutilated,

Destroyed, Lost and Stolen Subordinated Notes.

2.10

Payment

of Interest; Rights to Interest Preserved.

2.11

Persons

Deemed Owners.

2.12

Cancellation.

2.13

Computation

of Interest.

2.14

CUSIP

Numbers.

ARTICLE

III SATISFACTION AND DISCHARGE OF INDENTURE

3.01

Satisfaction

and Discharge.

3.02

Defeasance

and Covenant Defeasance.

3.03

Application

of Trust Money.

3.04

Reinstatement.

3.05

Effect

on Subordination Provisions.

ARTICLE

IV REMEDIES

4.01

Events

of Default; Acceleration.

4.02

Failure

to Make Payments.

4.03

Trustee

May File Proofs of Claim.

4.04

Trustee

May Enforce Claims Without Possession of Subordinated Notes.

4.05

Application

of Money Collected.

4.06

Limitation

on Suits.

4.07

Unconditional

Right of Holders to Payments.

4.08

Restoration

of Rights and Remedies.

4.09

Rights

and Remedies Cumulative.

4.10

Delay

or Omission Not Waiver.

4.11

Control

by Holders.

4.12

Waiver

of Past Defaults.

4.13

Undertaking

for Costs.

ARTICLE

V THE TRUSTEE

5.01

Duties

of Trustee.

5.02

Certain

Rights of Trustee.

5.03

Notice

of Defaults.

5.04

Not

Responsible for Recitals or Issuance of Subordinated Notes.

5.05

May

Hold Subordinated Notes.

5.06

Money

Held in Trust.

5.07

Compensation

and Reimbursement.

5.08

Corporate

Trustee Required; Eligibility.

5.09

Resignation

and Removal; Appointment of Successor.

5.10

Acceptance

of Appointment by Successor.

5.11

Merger,

Conversion, Consolidation or Succession to Business.

5.12

Appointment

of Authenticating Agent.

5.13

Preferred

Collection of Claims against Company.

ARTICLE

VI HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

6.01

Holder

Lists.

6.02

Preservation

of Information; Communications to Holders.

6.03

Reports

by Trustee.

6.04

Reports

by Company.

ARTICLE

VII SUCCESSORS

7.01

Merger,

Consolidation or Sale of All or Substantially All Assets.

7.02

Successor

Person Substituted for Company.

ARTICLE

VIII SUPPLEMENTAL INDENTURES

8.01

Supplemental

Indentures without Consent of Holders.

8.02

Supplemental

Indentures with Consent of Holders.

8.03

Execution

of Supplemental Indentures.

8.04

Effect

of Supplemental Indentures.

8.05

Reference

in Subordinated Notes to Supplemental Indentures.

8.06

Effect

on Senior Indebtedness.

8.07

Conformity

with Trust Indenture Act.

ARTICLE

IX COVENANTS

9.01

Payment

of Principal and Interest.

9.02

Maintenance

of Office.

9.03

Money

for Subordinated Notes Payments to Be Held in Trust.

9.04

Corporate

Existence.

9.05

Maintenance

of Properties.

9.06

Waiver

of Certain Covenants.

9.07

Dividends.

9.08

Company

Statement as to Compliance.

ARTICLE

X REDEMPTION OF SECURITIES

10.01

Applicability

of Article.

10.02

Election

to Redeem; Notice to Trustee.

10.03

Selection

by Trustee of Subordinated Notes to be Redeemed.

10.04

Notice

of Redemption.

10.05

Deposit

of Redemption Price.

10.06

Subordinated

Notes Payable on Redemption Date.

10.07

Subordinated

Notes Redeemed in Part.

ARTICLE

XI SUBORDINATION OF SECURITIES

11.01

Agreement

to Subordinate.

11.02

Distribution

of Assets.

11.03

Default

With Respect to Senior Indebtedness.

11.04

Impairment.

11.05

Effectuation

of Subordination Provisions.

11.06

Notice

to Trustee.

11.07

Trustee

Knowledge of Senior Indebtedness.

11.08

Senior

Indebtedness to Trustee.

11.09

Subordination

Not Applicable to Trustee Compensation.

iii

CROSS-REFERENCE

TABLE

Trust

Indenture Act Section

Indenture

Section

§310

(a)(1)

5.08

(a)(2)

5.08

(a)(5)

5.08

(b)

5.08,

5.09

§311

(a)

5.05

(b)

5.05

§312

(a)

6.01

(b)

6.02

(c)

6.02

§313

(a)

6.03

(b)(2)

6.03

(c)

6.03

(d)

6.03

§314

(a)

6.04

(a)(4)

9.08

(c)(1)

1.02

(c)(2)

1.02

(e)

1.02

§315

(a)

5.01,5.02

(b)

5.03

(c)

5.01

(d)

5.01,5.02

(e)

4.13

§316

(a)

(last sentence)

1.01

(a)(1)(A)

4.02,4.11

(a)(1)(B)

4.11,4.12

(b)

4.07

(c)

1.04

§317

(a)(1)

4.02

(a)(2)

4.03

(b)

9.03

§318

(a)

1.07

(b)

1.07

(c)

1.07

Note:

This Cross-Reference table will not, for any purpose, be deemed part of this Indenture.

INDENTURE

This

INDENTURE dated as of August 19, 2026 is between OptimumBank Holdings, Inc., a Florida corporation (the “Company”), and UMB

Bank, National Association, as trustee (the “Trustee”).

RECITALS

WHEREAS,

the Company has duly authorized the execution and delivery of this Indenture to provide for an issue of $35,000,000 in aggregate principal

amount of 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036, subject to the terms and conditions set forth in this Indenture.

NOW,

THEREFORE, in order to declare the terms and conditions upon which the Subordinated Notes are authenticated, issued and delivered, and

in consideration of the premises, and of the purchase and acceptance of the Subordinated Notes by the Holders thereof, the Company and

the Trustee agree as follows for the benefit of each other and for the benefit of the respective Holders from time to time of the Subordinated

Notes.

ARTICLE

DEFINITIONS

AND INCORPORATION BY REFERENCE

1.01 Definitions.

Except

as otherwise expressly provided in this Indenture or unless the context otherwise requires, the terms defined in this Section for all

purposes of this Indenture, any Company Order, any Board Resolution, and any indenture supplemental hereto will have the respective meanings

specified in this Section.

“Act,”

when used with respect to any Holders, is defined in Section 1.04.

“Additional

Interest” has the meaning set forth in the Registration Rights Agreement.

“Administrative

or Judicial Action” has the meaning provided in the definition of “Tax Event.”

“Affiliate”

means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or

indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect

to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through

the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have

meanings correlative to the foregoing.

“Applicable

Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Subordinated Note,

the rules and procedures of the Depositary that apply to such transfer or exchange.

“Authenticating

Agent” means any Person authorized by the Trustee in accordance with Section 5.12 to act on behalf of the Trustee to authenticate

Subordinated Notes.

“Authorized

Officer” means each of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer

and Corporate Secretary of the Company, together with such other officers or employees of the Company that they or any of them shall

designate.

“Bank”

means OptimumBank, a Florida chartered commercial bank, and its successors.

“Bankruptcy

Laws” mean Title 11, United States Code (11 U.S.C. §§101 et seq.) or any similar federal or state law for the

relief of debtors.

“Benchmark”

means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time for any

Floating Rate Period that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month

Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement for such Floating Rate

Period and any subsequent Floating Rate Periods.

“Benchmark

Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement

Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark

Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark

Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month

Term SOFR shall be determined), then “Benchmark Replacement” means the first alternative set forth in the order below

that can be determined by the Calculation Agent as of the Benchmark Replacement Date:

(1) the

sum of: (i) Compounded SOFR and (ii) the Benchmark Replacement Adjustment;

(2) the

sum of: (i) the alternate rate that has been selected or recommended by the Relevant Governmental

Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor

and (ii) the Benchmark Replacement Adjustment;

(3) the

sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or

(4) the

sum of: (i) the alternate rate that has been selected by the Calculation Agent as the replacement

for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration

to any industry-accepted rate as a replacement for the then-current Benchmark for U.S. Dollar-denominated

floating rate securities at such time, and (ii) the Benchmark Replacement Adjustment.

the Benchmark Replacement, as determined pursuant to clause (1), (2), (3) or (4) above would be less than zero, the Benchmark Replacement

will be deemed to be zero.

“Benchmark

Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation

Agent, as of the Benchmark Replacement Date:

(1) the

spread adjustment, or method for calculating or determining such spread adjustment (which

may be a positive or negative value or zero), that has been selected or recommended by the

Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement, if any;

(2) if

the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate,

then the ISDA Fallback Adjustment; or

(3) the

spread adjustment (which may be a positive or negative value or zero) that has been selected

by the Calculation Agent giving due consideration to any industry-accepted spread adjustment,

or method for calculating or determining such spread adjustment, for the replacement of the

then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. Dollar-denominated

floating rate securities at such time.

“Benchmark

Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational

changes (including changes to the definition of “interest period,” timing and frequency of determining rates with respect

to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation

Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market

practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible

or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the

Calculation Agent determines is reasonably necessary).

“Benchmark

Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in

the case of clause (1) of the definition of “Benchmark Transition Event,” the

relevant Reference Time in respect of any determination;

(2) in

the case of clause (2) or (3) of the definition of “Benchmark Transition Event,”

the later of (i) the date of the public statement or publication of information referenced

therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely

ceases to provide the Benchmark; or

(3) in

the case of clause (4) of the definition of “Benchmark Transition Event,” the

date of the public statement or publication of information referenced therein.

For

the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the

Benchmark also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references

to the Benchmark would include SOFR).

For

the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference

Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for

such determination.

“Benchmark

Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) if

the Benchmark is Three-Month Term SOFR, the Calculation Agent determines that the use of

a forward-looking rate for a tenor of three months based on SOFR is not administratively

feasible;

(2) a

public statement or publication of information by or on behalf of the administrator of the

Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark,

permanently or indefinitely, provided that, at the time of such statement or publication,

there is no successor administrator that will continue to provide the Benchmark;

(3) a

public statement or publication of information by the regulatory supervisor for the administrator

of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official

with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction

over the administrator for the Benchmark or a court or an entity with similar insolvency

or resolution authority over the administrator for the Benchmark, which states that the administrator

of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely,

provided that, at the time of such statement or publication, there is no successor administrator

that will continue to provide the Benchmark; or

(4) a

public statement or publication of information by the regulatory supervisor for the administrator

of the Benchmark announcing that the Benchmark is no longer representative.

“Board

of Directors” means, as to any Person, the board of directors, or similar governing body, of such Person or any duly authorized

committee thereof.

“Board

Resolution” means one or more resolutions, certified by the Secretary or an Assistant Secretary of the Company to have

been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.

“Business

Day” means any day other than a Saturday, Sunday or other day on which banking institutions in the State of New York or

city where the Trustee is located are authorized or obligated by law, regulation or executive order to close; provided that, when used

in connection with an amount that bears interest at a rate based on SOFR or Term SOFR or an direct or indirect calculation or determination

of SOFR or Term SOFR, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“Calculation

Agent” means the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may include

the Company or any of its Affiliates) to act in accordance with Section 2.13. The initial Calculation Agent shall be the Company.

“Commission”

means the U.S. Securities and Exchange Commission, as from time to time constituted, or, if at any time after the execution of this Indenture

such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing

such duties at such time.

“Company”

is defined in the preamble to this Indenture,

“Company

Request” and “Company Order” mean, respectively, a written request or order, as the case may

be, signed on behalf of the Company by an Authorized Officer and delivered to the Trustee.

“Compounded

SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this

rate, and conventions for this rate being established by the Calculation Agent in accordance with the rate, or methodology for this rate,

and conventions for this rate that have been selected by the Calculation Agent giving due consideration to any industry-accepted market

practice for U.S. Dollar-denominated floating rate securities at such time.

For

the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the

spread specified in Section 2.13(2).

“Corporate

Trust Office” means the address of the Trustee specified in Section 1.05 or such other address as the Trustee may designate

from time to time by notice to the Holders and the Company, or the designated address of any successor Trustee (or such other address

as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“Corresponding

Tenor” means (i) with respect to Three-Month Term SOFR, three months, and (ii) with respect to a Benchmark Replacement,

a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for

the then-current Benchmark.

“Covenant

Defeasance” is defined in Section 3.02(3).

“Defaulted

Interest” is defined in Section 2.10.

“Definitive

Subordinated Notes” means, individually and collectively, each Restricted Definitive Subordinated Note and each Unrestricted

Definitive Subordinated Note, substantially in the form of Exhibit A-l hereto, issued under this Indenture.

“Depositary”

means, with respect to any Subordinated Note issuable or issued in whole or in part in global form, the Person designated as depositary

by the Company in accordance with this Indenture, and any and all successors thereto appointed as Depositary under this Indenture. The

initial Depository shall be The Depository Trust Company.

“Dollars”

or “$” means a dollar or other equivalent unit of legal tender for payment of public or private debts in the

United States.

“Event

of Default” is defined in Section 4.01.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto, and the rules and regulations

of the SEC promulgated thereunder.

“Exchange

Notes” means the Subordinated Notes issued in the Exchange Offer in accordance with Section 2.08.

“Exchange

Offer” has the meaning set forth in the Registration Rights Agreement.

“Federal

Reserve” has the meaning provided in the definition of “Tier 2 Capital Event.”

“Federal

Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,

or any successor source.

“Fixed

Rate Interest Payment Date” has the meaning set forth in Section 2.13(1).

“Fixed

Rate Period” has the meaning set forth in Section 2.13(1).

“Fixed

Rate Regular Record Date” has the meaning set forth in Section 2.13(1).

“Floating

Rate Interest Payment Date” has the meaning set forth in Section 2.13(2).

“Floating

Rate Period” has the meaning set forth in Section 2.13(2).

“Floating

Rate Regular Record Date” has the meaning set forth in Section 2.13(2).

“GAAP”

means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles

Board of the American Institute of Certified Public Accountants, the statements and pronouncements of the Financial Accounting Standards

Board and such other statements by such other entities (including the Commission) as have been accepted by a significant segment of the

accounting profession, which are applicable at the date of this Indenture.

“Global

Subordinated Notes” means, individually and collectively, each Restricted Global Subordinated Note and each Unrestricted

Global Subordinated Note, substantially in the form of Exhibit A-2 hereto, issued under this Indenture.

“Government

Obligations” means securities which are direct obligations of the United States of America in each case where the payment

or payments thereunder are supported by the full faith and credit of the United States of America.

“Holder”

means the Person in whose name the Subordinated Note is registered in the Subordinated Note Register.

“Indenture”

means this Indenture, as amended and supplemented from time to time in accordance with its terms.

“Initial

Notes” means the $35,000,000 in aggregate principal amount of the Company’s 7.50% Fixed-to-Floating Rate Subordinated

Notes due 2036 issued under this Indenture on the date hereof.

“Interest

Payment Date” has the meaning set forth in Section 2.13(2).

“interest

period” means the period from and including the immediately preceding Interest Payment Date in respect of which interest

has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including the Issue Date to, but excluding,

the applicable Interest Payment Date or the Maturity Date or date of earlier redemption, if applicable.

“Interpolated

Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear

basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding

Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

“Investment

Company Event” means any event whereby the Company becomes required to register as an investment company pursuant to the

Investment Company Act of 1940, as amended.

“ISDA”

means the International Swaps and Derivatives Association.

“ISDA

Definitions” means the 2021 ISDA Interest Rate Derivatives Definitions published by the International Swaps and Derivatives

Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest

rate derivatives published from time to time.

“ISDA

Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for

derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect

to the Benchmark for the applicable tenor.

“ISDA

Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective

upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback

Adjustment.

“Issue

Date” means August 19, 2026.

“Legal

Defeasance” is defined in Section 3.02(2).

“Letter

of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders for use by such Holders

in connection with an Exchange Offer.

“Major

Constituent Bank” means any Subsidiary that is organized as a banking organization under federal or state law and that

represents 50% or more of the consolidated assets of the Company determined as of the date of the most recent audited financial statements

of the Company.

“Maturity

Date” means Stated Maturity.

“Officer”

means, with respect to any Person, the chairman of the board, vice chairman of the board, the chief executive officer, the president,

the chief operating officer, the chief financial officer, the treasurer, any assistant treasurer, the controller, the secretary or any

vice president of such Person.

“Officers’

Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the

principal executive officer, the principal financial officer or the principal accounting officer of the Company, that complies with the

requirements of Section 1.02 and is delivered to the Trustee.

“Opinion

of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee, which opinion meets

the requirements of Section 1.02. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Outstanding,”

when used with respect to any Subordinated Notes, means, as of the date of determination, all such Subordinated Notes theretofore authenticated

and delivered under this Indenture, except (1) any such Subordinated Note theretofore cancelled by the Trustee or the Registrar or delivered

to the Trustee or the Registrar for cancellation; (2) any such Subordinated Note for whose payment at the Stated Maturity or Redemption

Date thereof money in the necessary amount has been theretofore deposited in accordance with this Indenture (other than in accordance

with Section 3.02) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the

Company (if the Company will act as its own Paying Agent) for the Holders of such Subordinated Notes, provided that, if such Subordinated

Notes are to be redeemed, notice of such redemption has been duly given in accordance with this Indenture or provision therefor satisfactory

to the Trustee has been made; (3) any such Subordinated Note with respect to which the Company has effected Legal Defeasance or Covenant

Defeasance in accordance with Section 3.02, except to the extent provided in Section 3.02; and (4) any such Subordinated Note that has

been paid in accordance with Section 2.09 or in exchange for or in lieu of which other Subordinated Notes have been authenticated and

delivered under this Indenture, unless there will have been presented to the Trustee proof satisfactory to the Trustee that such Subordinated

Note is held by a bona fide purchaser in whose hands such Subordinated Note is a valid obligation of the Company; provided, however,

in all cases, that in determining whether the Holders of the requisite principal amount of Outstanding Subordinated Notes have given

any request, demand, authorization, direction, notice, consent or waiver hereunder, Subordinated Notes owned by the Company or any Affiliate

of the Company will be disregarded and deemed not to be Outstanding. Subordinated Notes so owned that will have been pledged in good

faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act

with respect to such Subordinated Notes and that the pledgee is not the Company or an Affiliate of the Company.

“Participating

Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Paying

Agent” is defined in Section 2.06.

“Person”

means any individual, corporation, partnership, association, limited liability company, other company, statutory trust, business trust,

joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place

of Payment,” with respect to any Subordinated Note, means the place or places where the principal of, or interest on, such

Subordinated Note are payable as provided in or under this Indenture or such Subordinated Note.

“Private

Placement Legend” means the legend set forth in Section 2.04 of this Indenture to be placed on all Subordinated Notes issued

under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Purchase

Agreement” means the Subordinated Note Purchase Agreement concerning the Subordinated Notes, dated as of August 19, 2026,

by and among the Company and the purchasers identified therein.

“Redemption

Date” with respect to any Subordinated Note or portion thereof to be redeemed, means the date fixed for such redemption

by or under this Indenture or such Subordinated Note.

“Redemption

Price” with respect to any Subordinated Note or portion thereof to be redeemed, means the price at which it is to be redeemed

as determined by or under this Indenture or such Subordinated Note.

“Reference

Time” with respect to any determination of a Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the time determined

by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (2) if the Benchmark is not Three-Month Term

SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.

“Registrar”

is defined in Section 2.06.

“Registration

Rights Agreement” means the Registration Rights Agreement in the form attached as Exhibit B to the Purchase Agreement.

“Regular

Record Date” means, with respect to any Interest Payment Date, the corresponding Fixed Rate Regular Record Date or Floating

Rate Regular Record Date, as applicable.

“Relevant

Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially endorsed

or convened by the Federal Reserve and/or the Federal Reserve Bank of New York, or any successor thereto.

“Responsible

Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,

including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer

of the Trustee who customarily performs functions similar to those performed by the Persons who at the time will be such officers, respectively,

or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject

and who will have direct responsibility for the administration of this Indenture.

“Restricted

Definitive Subordinated Note” means a Definitive Subordinated Note bearing, or that is required to bear, the Private Placement

Legend.

“Restricted

Global Subordinated Note” means a Global Subordinated Note bearing, or that is required to bear, the Private Placement

Legend.

“Restricted

Subordinated Note” means a Restricted Global Subordinated Note or a Restricted Definitive Subordinated Note.

“Rule

144” means Rule 144 promulgated under the Securities Act.

“Rule

144A” means Rule 144A promulgated under the Securities Act.

“Securities

Act” means the Securities Act of 1933, as amended, or any successor statute thereto, and the rules and regulations of the

SEC promulgated thereunder.

“Senior

Indebtedness” means any obligation of the Company to its creditors, whether now outstanding or subsequently incurred, other

than any obligation where, in the instrument creating or evidencing the obligation or pursuant to which the obligation is outstanding,

it is provided that the obligation is not Senior Indebtedness. Senior Indebtedness includes, without limitation: (a) the principal (and

premium, if any) of and interest in respect of indebtedness of the Company for borrowed money, whether or not evidenced by securities,

notes, debentures, bonds or other similar instruments issued by the Company, including obligations incurred in connection with the acquisition

of property, assets or businesses; (b) all capital lease obligations of the Company; (c) all obligations of the Company issued or assumed

as the deferred purchase price of property, all conditional sale obligations of the Company and all obligations of the Company under

any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course of business; (d) all obligations

of the Company arising from off-balance sheet guarantees and direct credit substitutes, including obligations in respect of any letters

of credit, bankers’ acceptance, security purchase facilities and similar credit transactions; (e) all obligations of the Company

associated with derivative products, including obligations in respect of interest rate swap, cap or other agreements, interest rate future

or options contracts, currency swap agreements, currency future or option contracts and other similar agreements; (f) all obligations

of the type referred to in clauses (a) through (e) of other persons for the payment of which the Company is responsible or liable as

obligor, guarantor or otherwise; (g) all obligations of the type referred to in clauses (a) through (f) of other persons secured by any

lien on any property or asset of the Company whether or not such obligation is assumed by the Company; and (h) any deferrals, renewals

or extensions of any obligations of the type referred to in clauses (a) through (g) above.

Notwithstanding

the foregoing, Senior Indebtedness does not include: (a) the Subordinated Notes; (b) trade accounts payable arising in the ordinary course

of business; (c) any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, the Subordinated Notes, or (d)

without limiting the generality of the foregoing, any subordinated debentures or junior subordinated debentures, of the Company underlying

trust preferred securities issued by subsidiary trusts of the Company (including subsidiary trusts of the Company acquired on or after

the date hereof) that are outstanding as of the date hereof or that are issued after the date hereof by any such subsidiary trust of

the Company, which subordinated debentures or junior subordinated debentures shall in all cases be junior to the Subordinated Notes.

“Significant

Subsidiary” means any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02

of Regulation S-X promulgated by the Commission (as such rule is in effect on the date of this Indenture).

“SOFR”

means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the benchmark (or

a successor administrator), on the Federal Reserve Bank of New York’s Website.

“Special

Record Date” for the payment of any Defaulted Interest on any Subordinated Note means a date fixed in accordance with Section

2.10.

“Stated

Maturity” means September 1, 2036.

“Subordinated

Note” or “Subordinated Notes” means the Initial Notes and the Exchange Notes and, more particularly,

any Subordinated Note authenticated and delivered under this Indenture, including those Subordinated Notes issued or authenticated upon

transfer, replacement or exchange.

“Subordinated

Note Register” is defined in Section 2.06.

“Subordination

Provisions” means the provisions contained in Article XI or any provisions with respect to subordination contained in the

Subordinated Notes.

“Subsidiary”

means a corporation, a partnership, business or statutory trust or a limited liability company, a majority of the outstanding voting

equity securities or a majority of the voting membership or partnership interests, as the case may be, of which is owned or controlled,

directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For the purposes of this definition, “voting

equity securities” means securities having voting power for the election of directors, managers, managing partners or trustees,

as the case may be, whether at all times or only so long as no senior class of stock has voting power by reason of any contingency.

“Tax

Event” means the receipt by the Company of an opinion of independent tax counsel to the effect that as a result of (a)

an amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder,

of the United States or any of its political subdivisions or taxing authorities; (b) a judicial decision, administrative action, official

administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement

of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “Administrative

or Judicial Action”); or (c) an amendment to or change in any official position with respect to, or any interpretation

of, an Administrative or Judicial Action or a law or regulation of the United States that differs from the previously generally accepted

position or interpretation, in each case, which change or amendment or challenge becomes effective or which pronouncement, decision or

challenge is announced on or after the Issue Date, there is more than an insubstantial risk that interest payable by the Company on the

Subordinated Notes is not, or, within 90 days of the date of such opinion, will not be, deductible by the Company, in whole or in part,

for United States federal income tax purposes.

“Term

SOFR” means the forward-looking term rate based on SOFR and published by the Term SOFR Administrator.

“Term

SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR

Reference Rate selected by the Calculation Agent in its reasonable discretion).

“Three-Month

Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at

the Reference Time for any interest period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions.

All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest one-hundred-thousandth

of a percentage point, with 0.000005% rounded up to 0.00001%.

“Three-Month

Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or operational

matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of

“interest period”, timing and frequency of determining Three-Month Term SOFR with respect to each interest period and making

payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may be appropriate

to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation

Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines

that no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably

necessary).

“Tier

2 Capital Event” means the Company’s good faith determination that, as a result of (a) any amendment to, or change

in, the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the

United States, including the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of or in the United

States that is enacted or becomes effective after the Issue Date; (b) any proposed change in those laws, rules or regulations that is

announced or becomes effective after the Issue Date; or (c) any official administrative decision or judicial decision or administrative

action or other official pronouncement interpreting or applying those laws, rules, regulations, policies or guidelines with respect thereto

that is announced after the Issue Date, there is more than an insubstantial risk that the Company will not be entitled to treat the Subordinated

Notes then outstanding as “Tier 2 Capital” (or its equivalent) for purposes of the capital adequacy rules or regulations

of the Board of Governors of the Federal Reserve System (or its designee) or any successor agency, and any other bank regulatory agency

(the “Federal Reserve”) (or, as and if applicable, the capital adequacy rules or regulations of any successor

appropriate federal banking agency) as then in effect and applicable to the Company, for so long as any Subordinated Notes are outstanding.

“Trust

Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Trustee”

means UMB Bank, National Association, as trustee, until a successor replaces it in accordance with the provisions of this Indenture and

thereafter means the successor serving hereunder.

“Unadjusted

Benchmark Replacement” means the Benchmark Replacement excluding any Benchmark Replacement Adjustment.

“United

States” means the United States of America (including the states thereof and the District of Columbia), its territories,

its possessions and other areas subject to its jurisdiction.

“Unrestricted

Definitive Subordinated Note” means a Definitive Subordinated Note that does not bear, and is not required to bear, the

Private Placement Legend.

“Unrestricted

Global Subordinated Note” means a Global Subordinated Note that does not bear, and is not required to bear, the Private

Placement Legend.

“U.S.

Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities

Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for

purposes of trading in United States government securities.

1.02 Compliance

Certificates and Opinions.

Except

as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee to take any

action under any provision of this Indenture, the Company will furnish an Officers’ Certificate to the Trustee stating that, in

the opinion of the signers, all conditions precedent (including covenants compliance with which constitutes a condition precedent), if

any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel in form and substance

reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent (including covenants

compliance with which constitutes a condition precedent), if any, have been complied with, except that in the case of any such application

or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating

to such particular application or request, no additional certificate or opinion need be furnished.

Each

certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’

Certificate provided under Section 9.08) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:

(1)

a statement that the person making such certificate or opinion has read such covenant or condition;

(2)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

(3)

a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or

her to express an informed opinion as to whether or not such condition has been satisfied; and

(4)

a statement as to whether or not, in the opinion of such person, such condition has been satisfied.

1.03 Form

of Documents Delivered to Trustee.

any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary

that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by

only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons

as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any

certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion

of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care, but without investigation, should

know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is

erroneous.

Any

such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations

by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the

Company unless such counsel knows, or in the exercise of reasonable care, but without investigation, should know, that the certificate

or opinion or representations with respect to such matters are erroneous.

Where

any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other

instruments under this Indenture or any Subordinated Note, they may, but need not, be consolidated and form one instrument.

1.04 Acts

of Holders.

(1) Any

request, demand, authorization, direction, notice, consent, waiver or other action provided

by or under this Indenture to be made, given or taken by Holders may be embodied in and evidenced

by one or more instruments of substantially similar tenor signed by such Holders in person

or by an agent duly appointed in writing. Except as herein otherwise expressly provided,

such action will become effective when such instrument or instruments or record or both are

delivered to the Trustee and, where it is hereby expressly required, to the Company. Such

instrument or instruments and any such record (and the action embodied therein and evidenced

thereby) are herein sometimes referred to as the “Act” of the Holders signing

such instrument or instruments. Proof of execution of any such instrument or of a writing

appointing any such agent, or of the holding by any Person of a Subordinated Note, will be

sufficient for any purpose of this Indenture and (subject to Section 5.01) conclusive in

favor of the Trustee and the Company and any agent of the Trustee or the Company, if made

in the manner provided in this Section.

(2) The

fact and date of the execution by any Person of any such instrument or writing may be proved

in any reasonable manner that the Trustee deems sufficient and in accordance with such reasonable

rules as the Trustee may determine, and the Trustee may in any instance require further proof

with respect to any of the matters referred to in this Section.

(3) The

ownership, principal amount and serial numbers of Subordinated Notes held by any Person,

and the date of the commencement and the date of the termination of holding the same, will

be proved by the Subordinated Note Register.

(4) The

Company may, in the circumstances permitted by the Trust Indenture Act, set a record date

for purposes of determining the identity of Holders entitled to give any request, demand,

authorization, direction, notice, consent, waiver or take any other act authorized or permitted

to be given or taken by Holders. Unless otherwise specified, if not set by the Company prior

to the first solicitation of a Holder made by any Person in respect of any such action, any

such record date will be the later of 30 days prior to the first solicitation of such consent

or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

If a record date is fixed, the Holders on such record date, and only such Persons, will be

entitled to make, give or take such request, demand, authorization, direction, notice, consent,

waiver or other action, whether or not such Holders remain Holders after such record date.

No such request, demand, authorization, direction, notice, consent, waiver or other action

will be valid or effective if made, given or taken more than 90 days after such record date.

(5) Any

effective request, demand, authorization, direction, notice, consent, waiver or other Act

by the Holder of any Subordinated Note will bind every future Holder of the same Subordinated

Note and the Holder of every Subordinated Note issued upon the registration of transfer thereof

or in exchange therefor or in lieu thereof in respect of anything done or suffered to be

done by the Trustee, any Registrar, any Paying Agent or the Company in reliance thereon,

whether or not notation of such Act is made upon such Subordinated Note.

(6) Without

limiting the foregoing, a Holder entitled to take any action hereunder with regard to any

particular Subordinated Note may do so with regard to all or any part of the principal amount

of such Subordinated Note or by one or more duly appointed agents, each of which may do so

in accordance with such appointment with regard to all or any part of such principal amount.

Any notice given or action taken by a Holder or its agents with regard to different parts

of such principal amount in accordance with this paragraph will have the same effect as if

given or taken by separate Holders of each such different part.

(7) Without

limiting the generality of this Section 1.04, a Holder, including a Depositary that is a

Holder of a Global Subordinated Note, may make, give or take, by a proxy or proxies, duly

appointed in writing, any request, demand, authorization, direction, notice, consent, waiver

or other Act provided in or under this Indenture or the Subordinated Notes to be made, given

or taken by Holders, and a Depositary that is a Holder of a Global Subordinated Note may

provide its proxy or proxies to the beneficial owners of interests in any such Global Subordinated

Note through such Depositary’s Applicable Procedures. The Company may fix a record

date for the purpose of determining the Persons who are beneficial owners of interests in

any Global Subordinated Note entitled under the Applicable Procedures of such Depositary

to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand,

authorization, direction, notice, consent, waiver or other action provided in this Indenture

to be made, given or taken by Holders. If such a record date is fixed, the Holders on such

record date or their duly appointed proxy or proxies, and only such Persons, will be entitled

to make, give or take such request, demand, authorization, direction, notice, consent, waiver

or other action, whether or not such Holders remain Holders after such record date. No such

request, demand, authorization, direction, notice, consent, waiver or other action will be

valid or effective if made, given or taken more than 90 days after such record date.

Promptly

upon any record date being set in accordance with this Section 1.04, the Company, at its own expense, will cause notice of the record

date, the proposed action by Holders and the expiration date to be given to the Trustee in writing and the Holders in the manner set

forth in Section 1.05.

1.05 Required

Notices or Demands.

Any

notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in Person or delivered by

registered or certified mail (return receipt requested), e-mail or overnight air courier guaranteeing next day delivery, to the other’s

address:

to the Company:

OptimumBank

Holdings, Inc.

2929

East Commercial Boulevard

Fort

Lauderdale, Florida 33308

Attention:

Chairman and Chief Executive Officer

Email:

and

OptimumBank

Holdings, Inc.

2929

East Commercial Boulevard

Fort

Lauderdale, Florida 33308

Attention:

Chief Financial Officer

Email:

to the Trustee:

UMB

Bank, National Association, as Trustee

5555

San Felipe, Suite 870

Houston,

Texas 77056

Attention:

James Henry

Email:

The

Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

All

notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business

Days after being deposited in the mail, postage prepaid, if delivered by mail; on the first Business Day after being sent, if sent by

email and the sender receives confirmation of successful transmission; and the next Business Day after timely delivery to the courier,

if sent by overnight air courier guaranteeing next day delivery.

Any

notice required or permitted to be given to a Holder under the provisions of this Indenture will be deemed to be properly delivered by

being deposited postage prepaid in a post office letter box in the United States addressed to such Holder at the address of such Holder

as shown on the Subordinated Note Register. Any report in accordance with Section 313 of the Trust Indenture Act will be transmitted

in compliance with subsection (c) therein. If the Company delivers a notice or communication to Holders, the Company will deliver a copy

to the Trustee at the same time.

any case where notice to Holders of Subordinated Notes is delivered by mail, neither the failure to deliver such notice, nor any defect

in any notice so delivered, to any particular Holder of a Subordinated Note will affect the sufficiency of such notice with respect to

other Holders of Subordinated Notes. Any notice that is delivered in the manner herein provided will be conclusively presumed to have

been duly given or provided. In the case by reason of the suspension of regular mail service or by reason of any other cause it will

be impracticable to give such notice by mail, then such notification as will be made with the approval of the Trustee will constitute

a sufficient notification for every purpose hereunder.

Where

this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,

either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Holders of Subordinated

Notes will be filed with the Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance

upon such waiver.

Notwithstanding

any other provision herein, where this Indenture provides for notice to any Holder of a Global Subordinated Note, or of an interest therein,

such notice will be sufficiently given if given to the Depositary for such Global Subordinated Note (or its designee) according to the

Applicable Procedures of such Depositary prescribed for giving such notice.

1.06 Language

of Notices.

Any

request, demand, authorization, direction, notice, consent or waiver or other Act required or permitted under this Indenture will be

in the English language, except that, if the Company so elects, any published notice may be in an official language of the country of

publication.

1.07 Incorporation

by Reference of Trust Indenture Act; Conflicts.

Whenever

this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this

Indenture. The Trust Indenture Act term “obligor” used in this Indenture means the Company and any successor obligor

upon the Subordinated Notes.

All

other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute

or defined by Commission rule under the Trust Indenture Act have the meanings so assigned to them as of the date of this Indenture. If

and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture

that is required to be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required

provision will control. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of

the Trust Indenture Act, the duties imposed by Section 318(c) of the Trust Indenture Act will control. If any provision of this Indenture

modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provisions of the Trust Indenture

Act will be deemed to apply to this Indenture as so modified or will be excluded, as the case may be.

1.08 Effect

of Headings and Table of Contents.

The

Article and Section headings in this Indenture and the Table of Contents are for convenience only and will not affect the construction

of this Indenture.

1.09 Successors

and Assigns.

All

the covenants, stipulations, promises and agreements in this Indenture by or on behalf of the Company or the Trustee will bind its respective

successors and permitted assigns, whether so expressed or not. The Company may assign its rights under this Indenture, but may not assign

its obligations under this Indenture, other than in connection with a transaction permitted by Article VII hereof, or as consented to

by the Holder of each outstanding Subordinated Note.

1.10 Severability.

case any provision in this Indenture or any Subordinated Note will be invalid, illegal or unenforceable, the validity, legality and enforceability

of the remaining provisions will not, to the fullest extent permitted by law, in any way be affected or impaired thereby.

1.11 Benefits

of Indenture.

Nothing

in this Indenture or any Subordinated Note, express or implied, will give to any Person, other than the parties hereto, any Registrar,

any Paying Agent and their respective successors hereunder and the Holders of Subordinated Notes, and the holders of Senior Indebtedness,

any benefit or any legal or equitable right, remedy or claim under this Indenture.

1.12 Governing

Law.

This

Indenture and the Subordinated Notes will be governed by and construed in accordance with the laws of the State of New York applicable

to agreements made or instruments entered into and, in each case, performed in said State (without giving effect to any laws or principles

of conflict of laws that would apply the laws of a different jurisdiction).

1.13 Legal

Holidays.

Unless

otherwise specified in or under this Indenture or any Subordinated Notes, in any case where any Interest Payment Date, Stated Maturity

or Redemption Date of, or any other day on which a payment is due with respect to, any Subordinated Note will be a day that is not a

Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Subordinated Note other than

a provision in any Subordinated Note or in the Board Resolution, Officers’ Certificate or supplemental indenture establishing the

terms of any Subordinated Note that specifically states that such provision will apply in lieu hereof) payment need not be made at such

Place of Payment on such date, but such payment may be made on the next succeeding day that is a Business Day at such Place of Payment

with the same force and effect as if made on the Interest Payment Date, at the Stated Maturity or Redemption Date or on any such other

payment date, as the case may be, and no interest will accrue on the amount payable on such date or at such time for the period from

and after such Interest Payment Date, Stated Maturity, Redemption Date or other payment date, as the case may be, to the next succeeding

Business Day, provided, that in the event that any scheduled payment date falls on a day that is not a Business Day and the next succeeding

Business Day falls in the next succeeding calendar month, such payment date will be accelerated to the immediately preceding Business

Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business

Day.

1.14 Counterparts;

Electronic Transmission.

This

Indenture may be executed in several counterparts, each of which will be an original and all of which will constitute but one and the

same instrument. Any facsimile or electronically transmitted copies hereof or signature hereon will, for all purposes, be deemed originals.

The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any

other certificate, agreement or document related to this Indenture or the Subordinated Notes shall include images of manually executed

signatures transmitted by electronic format (including, without limitation, “pdf”, “tif” or “jpg”)

and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic

records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic

means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping

system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce

Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state

law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. The Company agrees to assume all risks arising out

of the use of using digital signatures and electronic methods to submit communications to the Trustee, including without limitation the

risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

1.15 Immunity

of Certain Persons.

recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Subordinated Note, or because of

any indebtedness evidenced thereby, will be had against any past, present or future shareholder, employee, officer or director, as such,

of the Company or the Trustee or of any predecessor or successor, either directly or through the Company or the Trustee or any predecessor

or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable

proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Subordinated Notes by the Holders

and as part of the consideration for the issue of the Subordinated Notes.

1.16 Waiver

of Jury Trial.

EACH

PARTY HERETO IRREVOCABLY WAIVES, AND EACH HOLDER OF ANY SUBORDINATED NOTES BY ITS ACCEPTANCE THEREOF WILL BE DEEMED TO HAVE IRREVOCABLY

WAIVED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY

ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SUBORDINATED NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

1.17 Force

Majeure.

no event will the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out

of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,

acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or

malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee will use

reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under

the circumstances.

1.18 USA

Patriot Act.

The

Trustee hereby notifies the Company that in accordance with the requirements of the USA Patriot Act, it is required to obtain, verify

and record information that identifies the Company, which information includes the name and address of the Company and other information

that will allow the Trustee to identify the Company in accordance with the USA Patriot Act.

1.19 No

Sinking Fund.

The

Subordinated Notes are not entitled to the benefit of any sinking fund.

1.20 Rules

of Construction.

Unless

the context otherwise requires:

(1)

a term has the meaning assigned to it;

(2)

an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)

“or” is not exclusive;

(4)

words in the singular include the plural, and in the plural include the singular;

(5)

“including” means including without limitation;

(6)

“will” will be interpreted to express a command;

(7)

provisions apply to successive events and transactions;

(8)

references to sections of, or rules under, the Securities Act will be deemed to include substitute, replacement or successor sections

or rules adopted by the Commission from time to time;

(9)

unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers

to an Article, Section or clause, as the case may be, of this Indenture; and

(10)

the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture

as a whole and not any particular Article, Section, clause or other subdivision.

ARTICLE

THE

SUBORDINATED NOTES

2.01 Forms

Generally.

The

Subordinated Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A-1 and

Exhibit A-2, as applicable, which are a part of this Indenture. The Subordinated Notes may have notations, legends or endorsements

required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement is in a form acceptable to the

Company). The Company will provide any such notations, legends or endorsements to the Trustee in writing. Each Subordinated Note will

be dated the date of its authentication. The terms and provisions contained in the Subordinated Notes will constitute, and are hereby

expressly made a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, agree to

such terms and provisions and to be bound thereby. However, to the extent any provision of any Subordinated Note irreconcilably conflicts

with the express provisions of this Indenture, the provisions of this Indenture will govern and be controlling.

2.02 Initial

Notes and Exchange Notes.

The

Initial Notes will be issued initially in the form of one or more Restricted Global Subordinated Notes. The Exchange Notes will be issued

initially in the form of one or more Unrestricted Global Subordinated Notes. Except as provided in Section 2.07, Holders of Definitive

Subordinated Notes will not be entitled to transfer Definitive Subordinated Notes in exchange for beneficial interests in Global Subordinated

Notes, and owners of beneficial interests in Global Subordinated Notes will not be entitled to receive physical delivery of Definitive

Subordinated Notes.

2.03 Global

Subordinated Notes.

Each

Global Subordinated Note issued under this Indenture will be deposited with the Trustee at its Corporate Trust Office, as custodian for

the Depositary, and registered in the name of the Depositary or the nominee thereof, duly executed by the Company and authenticated by

the Trustee as hereinafter provided. The aggregate principal amount of any Global Subordinated Note may from time to time be increased

or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided. Any adjustment of the aggregate

principal amount of a Global Subordinated Note to reflect the amount of any increase or decrease in the amount of outstanding Subordinated

Notes represented thereby will be made by the Trustee in accordance with written instructions given by the Holder thereof as required

by Section 2.07 hereof and will be made on the records of the Trustee and the Depositary.

2.04 Restricted

Subordinated Notes.

Each

Restricted Subordinated Note will bear a legend in substantially the following form:

“THE

SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND

IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON

THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON

THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D

UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING,

IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).”

The

Private Placement Legend set forth above will be removed and a new Subordinated Note of like tenor and principal amount without such

Private Placement Legend will be executed by the Company, and upon written request of the Company (together with an Officers’ Certificate

and an Opinion of Counsel) given at least three Business Days prior to the proposed authentication date, the Trustee will authenticate

and deliver such new Subordinated Note to the respective Holder, in each case if legal counsel to the Holder or owner of beneficial interests

requesting the removal of such Private Placement Legend delivers to the Trustee, any Registrar and Paying Agent (if a different Person

than the Trustee) and the Company an opinion of counsel in compliance with this Indenture and additionally opining that the restrictive

legend can be removed in connection with the transfer in accordance with the Securities Act.

2.05 Execution

and Authentication.

Subordinated

Notes will be executed on behalf of the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal

or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile.

Subordinated Notes bearing the manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of

the Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have

ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date

of such Subordinated Notes.

The

Trustee or an Authenticating Agent will authenticate and deliver the Initial Notes for original issue in an initial aggregate principal

amount of up to $35,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating

Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange

Notes for an initial aggregate principal amount not to exceed $35,000,000 specified in such Company Order for Exchange Notes issued hereunder.

The aggregate principal amount of Outstanding Subordinated Notes to be issued hereunder may be increased at any time hereafter and the

series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated

Notes issued on the date hereof and any such additional Subordinated Notes that may be issued hereafter shall be part of the same series

of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and

the Exchange Notes shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver,

acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in

registered form without coupons and in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof.

The

Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will

affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner

that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully

be taken.

Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears

on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the

Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated

Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

2.06 Registrar

and Paying Agent.

The

Company will maintain an office or agency where Subordinated Notes may be presented for registration of transfer or for exchange (“Registrar”)

and an office or agency where Subordinated Notes may be presented for payment (“Paying Agent”). The Registrar will keep a

register of the Subordinated Notes (“Subordinated Note Register”) and of their transfer and exchange. The registered Holder

of a Subordinated Note will be treated as the owner of the Subordinated Note for all purposes. The Company may appoint one or more co-registrars

and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent”

includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided

that no such removal or replacement will be effective until a successor Paying Agent or Registrar will have been appointed by the Company

and will have accepted such appointment. The Company will notify the Trustee in writing of the name and address of any Registrar or Paying

Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee

will act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The

Company initially appoints the Trustee to act as the Paying Agent and Registrar for the Subordinated Notes and, in the event that any

Subordinated Notes are issued in global form, to initially act as custodian with respect to the Global Subordinated Notes. In the event

that the Trustee will not be or will cease to be Registrar with respect the Subordinated Notes, it will have the right to examine the

Subordinated Note Register at all reasonable times. There will be only one Subordinated Note Register.

2.07 Registration

of Transfer and Exchange

(1)

Except as otherwise provided in or under this Indenture, upon surrender for registration of transfer of any Subordinated Note, the Company

will execute, and the Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more new

Subordinated Notes denominated as authorized in or under this Indenture, of a like aggregate principal amount bearing a number not contemporaneously

outstanding and containing identical terms and provisions.

Except

as otherwise provided in or under this Indenture, at the option of the Holder, Subordinated Notes may be exchanged for other Subordinated

Notes containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral

multiple of $1,000 in excess thereof), and of a like aggregate principal amount, upon surrender of the Subordinated Notes to be exchanged

at any office or agency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company will execute,

and the Trustee will authenticate and deliver, subject to the terms hereof, the Subordinated Notes that the Holder making the exchange

is entitled to receive.

All

Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes will be the valid obligations of the Company

evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Subordinated Notes surrendered

upon such registration of transfer or exchange.

Every

Subordinated Note presented or surrendered for registration of transfer or for exchange or redemption will (if so required by the Company

or the Registrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory

to the Company and the Registrar for such Subordinated Note duly executed by the Holder thereof or his attorney duly authorized in writing.

service charge will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated

Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company or the Trustee

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 the Subordinated Notes from the Holder requesting such transfer or exchange. The Registrar may require

the Holder, among other things, to furnish appropriate endorsements and transfer documents.

Except

as otherwise provided in or under this Indenture, the Company will not be required (i) to issue, register the transfer of or exchange

any Subordinated Notes during a period beginning at the opening of business 15 days before the day of the selection for redemption of

Subordinated Notes under Section 10.03 and ending at the close of business on the day of such selection, or (ii) to register the transfer

of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note to

be redeemed in part, the portion thereof not to be redeemed.

Any

Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably

require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar

will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated

Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made.

The

Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on

transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including

any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than

to receive such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required

by the terms of, this Indenture, and if received, to examine the same to determine substantial compliance as to form with the express

requirements hereof.

Neither

the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.

(2)

When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive

Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of

other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its reasonable requirements

for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be

duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly

executed by the Holder thereof or such Holder’s attorney duly authorized in writing.

(3)

A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary

to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee

of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i)

the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Subordinated Note or

such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not

appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global

Subordinated Notes and so notifies the Trustee, or (iii) an Event of Default has occurred and is continuing with respect to the Subordinated

Notes and the Depositary or its participant(s) has requested the issuance of Definitive Subordinated Notes.

Any

Global Subordinated Note exchanged in accordance with clause (i) or (ii) of clause (3) above will be so exchanged in whole and not in

part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time

in part as directed by the Depositary.

Upon

the occurrence of any of the preceding events in (i), (ii) or (iii) of clause (3) above, Definitive Subordinated Notes will be issued

in fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated

Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary

will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or

replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for,

or in lieu of, a Global Subordinated Note or any portion thereof, in accordance with this Section 2.07 or Section 2.09 hereof, will be

authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated

Note may not be exchanged for another Subordinated Note other than as provided in this Section 2.07(3); however, beneficial interests

in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof.

Any

Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated

Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as

custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the principal amount thereof will be reduced,

by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee.

Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or

upon the order of the Depositary or an authorized representative thereof.

(4)

The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance

with the Applicable Procedures and this Section 2.07.

(5)

Upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer, in

form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the

Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the

aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information

regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause,

or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the

Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate

principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person

specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive

Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate,

upon Company Order, a new Global Subordinated Note in the appropriate principal amount.

(6)

At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes

or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note

will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation,

if any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in

the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated

Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect

such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the

form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly

by adjustments made on the records of the Trustee to reflect such increase.

(7)

No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided

in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee,

any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer

or exchange of any Restricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel

to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying

Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally

opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated

Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend.

Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement

Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

2.08 Exchange

Offer.

Upon

the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of

a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes

in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange

Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers,

(y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and

accepted for exchange in such Exchange Offer and (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount

equal to the aggregate principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange

Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers,

(y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and

accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange

of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated

Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated

by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal

amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection

with such Exchange Offer, will be treated as a single class of securities under this Indenture.

2.09 Mutilated,

Destroyed, Lost and Stolen Subordinated Notes.

any mutilated Subordinated Note is surrendered to the Trustee, subject to the provisions of this Section 2.09, the Company will execute

and the Trustee will authenticate and deliver in exchange therefor a new Subordinated Note containing identical terms and of like principal

amount and bearing a number not contemporaneously outstanding.

there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Subordinated

Note, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then,

in the absence of notice to the Company or the Trustee that such Subordinated Note has been acquired by a bona fide purchaser, the Company

will execute and, upon the Company’s request the Trustee will authenticate and deliver, in exchange for or in lieu of any such

destroyed, lost or stolen Subordinated Note, a new Subordinated Note containing identical terms and of like principal amount and bearing

a number not contemporaneously outstanding.

Notwithstanding

the foregoing provisions of this Section 2.09, in case the outstanding principal balance of any mutilated, destroyed, lost or stolen

Subordinated Note has become or is about to become due and payable, or is about to be redeemed by the Company pursuant to Article X hereof,

the Company in its discretion may, instead of issuing a new Subordinated Note, pay or redeem such Subordinated Note, as the case may

be, upon surrender of such Subordinated Note or delivery of evidence to the Company’s and Trustee’s satisfaction of the destruction,

loss or theft of such Subordinated Note.

Upon

the issuance of any new Subordinated Note under this Section, the Company or the Trustee may require the payment of a sum sufficient

to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and

expenses of the Trustee) connected therewith.

Every

new Subordinated Note issued in accordance with this Section in lieu of any destroyed, lost or stolen Subordinated Note will constitute

a separate obligation of the Company, whether or not the destroyed, lost or stolen Subordinated Note will be at any time enforceable

by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Subordinated

Notes duly issued hereunder.

The

provisions of this Section, as amended or supplemented in accordance with this Indenture with respect to particular Subordinated Notes

or generally, will (to the extent lawful) be exclusive and will preclude (to the extent lawful) all other rights and remedies with respect

to the replacement or payment of mutilated, destroyed, lost or stolen Subordinated Notes.

2.10 Payment

of Interest; Rights to Interest Preserved.

Any

interest on any Subordinated Note that will be payable, and punctually paid or duly provided for, on any Interest Payment Date will be

paid to the Person in whose name such Subordinated Note is registered as of the close of business on the Regular Record Date for such

Interest Payment Date.

Any

interest on any Subordinated Note that will be payable, but will not be punctually paid or duly provided for, on any Interest Payment

Date for such Subordinated Note (herein called “Defaulted Interest”) will cease to be payable to the Holder thereof on the

relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election

in each case, as provided in clause (1) or (2) below:

The

Company may elect to make payment of any Defaulted Interest to the Person in whose name such Subordinated Note will be registered at

the close of business on a Special Record Date for the payment of such Defaulted Interest, which will be fixed in the following manner.

The Company will notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Subordinated Note and

the date of the proposed payment, and at the same time the Company will deposit with the Trustee an amount of money equal to the aggregate

amount proposed to be paid in respect of such Defaulted Interest or will make arrangements satisfactory to the Trustee for such deposit

on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled

to such Defaulted Interest as in this clause provided. Thereupon, the Company will fix or cause to be fixed a Special Record Date for

the payment of such Defaulted Interest, which will be not more than 15 days and not less than 10 days prior to the date of proposed payment.

The Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company), will cause notice

of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be delivered to the Holder of such Subordinated

Note at the Holder’s address as it appears in the Subordinated Note Register not less than 10 days prior to such Special Record

Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been delivered as aforesaid,

such Defaulted Interest will be paid to the Person in whose name such Subordinated Note will be registered at the close of business on

such Special Record Date and will no longer be payable under the following clause (2).

(8)

The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities

exchange on which such Subordinated Note may be listed, and upon such notice as may be required by such exchange, if, after notice given

by the Company to the Trustee of the proposed payment under this Clause, such payment will be deemed practicable by the Trustee.

Unless

otherwise provided in or under this Indenture or the Subordinated Notes, at the option of the Company, interest on Subordinated Notes

that bear interest may be paid by mailing a check to the address of the Person entitled thereto as such address will appear in the Subordinated

Note Register or by transfer to an account maintained by the payee with a bank located in the United States.

Subject

to the foregoing provisions of this Section and Section 2.07, each Subordinated Note delivered under this Indenture upon registration

of transfer of or in exchange for or in lieu of any other Subordinated Note will carry the rights to interest accrued and unpaid, and

to accrue, which were carried by such other Subordinated Note.

2.11 Persons

Deemed Owners.

Prior

to due presentment of a Subordinated Note for registration of transfer, the Company, the Trustee and any agent of the Company or the

Trustee may treat the Person in whose name such Subordinated Note is registered in the Subordinated Note Register as the owner of such

Subordinated Note for the purpose of receiving payment of principal of, and (subject to Section 2.07 and Section 2.10) interest on, such

Subordinated Note and for all other purposes whatsoever, whether or not any payment with respect to such Subordinated Note will be overdue,

and neither the Company, the Trustee or any agent of the Company or the Trustee will be affected by notice to the contrary.

holder of any beneficial interest in any Global Subordinated Note held on its behalf by a Depositary will have any rights under this

Indenture with respect to such Global Subordinated Note, and such Depositary may be treated by the Company, the Trustee, and any agent

of the Company or the Trustee as the owner of such Global Subordinated Note for all purposes whatsoever. None of the Company, the Trustee,

any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made

on account of beneficial ownership interests of a Global Subordinated Note or for maintaining, supervising or reviewing any records relating

to such beneficial ownership interests.

Notwithstanding

the foregoing, nothing herein will prevent the Company, the Trustee, any Paying Agent or the Registrar from giving effect to any written

certification, proxy or other authorization furnished by the applicable Depositary, as a Holder, with respect to a Global Subordinated

Note or impair, as between such Depositary and the owners of beneficial interests in such Global Subordinated Note, the operation of

customary practices governing the exercise of the rights of such Depositary (or its nominee) as the Holder of such Global Subordinated

Note.

2.12 Cancellation.

All

Subordinated Notes surrendered for payment, redemption, registration of transfer or exchange will, if surrendered to any Person other

than the Trustee, be delivered to the Trustee, and any such Subordinated Note, as well as Subordinated Notes surrendered directly to

the Trustee for any such purpose, will be cancelled promptly by the Trustee. The Company may at any time deliver to the Trustee for cancellation

any Subordinated Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever,

and all Subordinated Notes so delivered will be cancelled promptly by the Trustee. No Subordinated Notes will be authenticated in lieu

of or in exchange for any Subordinated Notes cancelled as provided in this Section, except as expressly permitted by or under this Indenture.

All cancelled Subordinated Notes held by the Trustee will be disposed of in accordance with its procedure for the disposition of cancelled

Subordinated Notes, and the Trustee upon the written request of the Company will deliver to the Company a certificate of such disposition,

unless by a Company Order the Company shall direct that cancelled Subordinated Notes shall be returned to the Company.

2.13 Computation

of Interest.

(1)

The Subordinated Notes will bear interest at a fixed rate of 7.50% per annum from and including August 19, 2026 to, but excluding, September

1, 2031 or their earlier Redemption Date (the “Fixed Rate Period”). Interest accrued on the Subordinated Notes

during the Fixed Rate Period will be payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1,

2027 (each such date, a “Fixed Rate Interest Payment Date”). The last Fixed Rate Interest Payment Date shall

be September 1, 2031, unless the Subordinated Notes are earlier redeemed. The interest payable during the Fixed Rate Period will be paid

to each Holder in whose name a Subordinated Note is registered at the close of business on the fifteenth day (whether or not a Business

Day) immediately preceding the applicable Fixed Rate Interest Payment Date (each such date, a “Fixed Rate Regular Record

Date”).

(2)

The Subordinated Notes will bear a floating interest rate from, and including September 1, 2031, to, but excluding, the Maturity Date

or their earlier Redemption Date (the “Floating Rate Period”). The floating interest rate will be reset quarterly,

and the interest rate for any Floating Rate Period shall be equal to the then-current Three-Month Term SOFR plus 340 basis points for

each quarterly interest period during the Floating Rate Period. During the Floating Rate Period, interest on the Subordinated Notes will

be payable quarterly in arrears on March 1, June 1, September 1, and December 1, of each year commencing, on September 1, 2031 (each

such date, a “Floating Rate Interest Payment Date” and, together with a Fixed Rate Interest Payment Date, an

“Interest Payment Date”). The interest payable during the Floating Rate Period will be paid to each Holder

in whose name a Subordinated Note is registered at the close of business on the fifteenth day (whether or not a Business Day) immediately

preceding the applicable Floating Rate Interest Payment Date (each such date, a “Floating Rate Regular Record Date”).

Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable Benchmark) is less than zero, then Three-Month Term SOFR

(or other such Benchmark) shall be deemed to be zero. The Calculation Agent will provide the Company and the Trustee with the interest

rate in effect on the Subordinated Notes promptly after the Reference Time (or such other date of determination for the applicable Benchmark).

(3)

The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of

a 360-day year consisting of twelve 30-day months to, but excluding, September 1, 2031, and, the amount of interest payable on any Floating

Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year on the basis of the actual

number of days elapsed.

(4)

The Company or the Calculation Agent, as applicable, shall calculate the amount of interest payable on any Interest Payment Date and

the Trustee shall have no duty to confirm or verify any such calculation. In the event that any scheduled Interest Payment Date or the

Maturity Date for the Subordinated Notes falls on a day that is not a Business Day, then payment of interest payable on such Interest

Payment Date or of principal and interest payable on the Maturity Date will be paid on the next succeeding day which is a Business Day

(any payment made on such date will be treated as being made on the date that the payment was first due and no interest on such payment

will accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled Floating

Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding

calendar month, such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business Day, and, in each

such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business Day. U.S. Dollar amounts

resulting from interest calculations will be rounded to the nearest cent, with one-half cent being rounded upward.

(5)

The Company shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for so long as

any of the Subordinated Notes remain outstanding there will at all times be a Calculation Agent appointed to calculate Three-Month Term

SOFR in respect of each Floating Rate Period. The calculation of Three-Month Term SOFR for each applicable Floating Rate Period by the

Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation Agent’s determination of any interest

rate and its calculation of interest payments for any period will be maintained on file at the Calculation Agent’s principal offices,

will be made available to any Holder of the Subordinated Notes upon request and will be provided to the Trustee. The Calculation Agent

shall have all the rights, protections and indemnities afforded to the Trustee hereunder. The Calculation Agent may be removed by the

Company at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Company, the Company

will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign its duties without a successor having been

duly appointed; provided, that if a successor Calculation Agent has not been appointed by the Company and such successor accepted such

position within 30 days after the giving of notice of resignation by the Calculation Agent, then the resigning Calculation Agent may

petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Calculation Agent with

respect to such series. The Trustee shall not be under any duty to succeed to, assume or otherwise perform, any duties of the Calculation

Agent, or to appoint a successor or replacement in the event of the Calculation Agent’s resignation or removal or to replace the

Calculation Agent in the event of a default, breach or failure of performance on the part of the Calculation Agent with respect to the

Calculation Agent’s duties and obligations hereunder. For the avoidance of doubt, if at any time there is no Calculation Agent

appointed by the Company, then the Company shall be the Calculation Agent. The Company may appoint itself or any of its Affiliates to

be the Calculation Agent.

(6)

Effect of Benchmark Transition Event.

(a)

If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or

prior to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will replace

the then-current Benchmark for all purposes relating to the Subordinated Notes during the Floating Rate Period in respect of such determination

on such date and all determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement, the Calculation

Agent will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective

without consent from the relevant Holders or any other party.

(b)

Notwithstanding anything set forth in clause (2) of Section 2.13 above, if the Calculation Agent determines on or prior to the relevant

Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month

Term SOFR, then the provisions set forth in clause (6) of this Section 2.13 will thereafter apply to all determinations of the interest

rate on the Subordinated Notes during the Floating Rate Period and each subsequent Floating Rate Period. After a Benchmark Transition

Event and its related Benchmark Replacement Date have occurred, the interest rate on the Subordinated Notes for each interest period

during each Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus the spread specified in clause (2) above.

(c)

The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Subordinated

Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under clause (6) of this Section 2.13. Any determination,

decision or election that may be made by the Calculation Agent under the terms of the Subordinated Notes, including any determination

with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision

to take or refrain from taking any action or selection (A) will be conclusive and binding on the Holders of the Subordinated Notes and

the Trustee absent manifest error, (B) if made by the Company as Calculation Agent, will be made in the Company’s sole discretion,

(C) if made by a Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent

will not make any such determination, decision or election to which the Company reasonably objects and (D) notwithstanding anything to

the contrary herein, shall become effective without consent from the Holders of the Subordinated Notes, the Trustee or any other party.

If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Subordinated

Notes, then the Company will make such determination, decision or election on the same basis as described above.

(d)

The Company (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event

or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting

the interest rate on the Subordinated Notes after a Benchmark Transition Event.

(e)

The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month Term SOFR

Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions

for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement),

(C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark

Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon

the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (ii)

liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described

in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to

select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely

conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without

limitation, with regard to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark

Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent,

or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation

to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination

made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent

without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment

or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation,

in connection with the adoption of any Benchmark Replacement Conforming Changes).

(f)

If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month Term SOFR

Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during

the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, then

the relevant Three-Month Term SOFR Conventions will apply.

2.14 CUSIP

Numbers.

The

Company may issue the Subordinated Notes with one or more “CUSIP” numbers (if then generally in use). The Company will promptly

notify the Trustee in writing of any change in the CUSIP numbers. The Trustee may use “CUSIP” numbers in notices (including

but not limited to notices of redemption or exchange) as a convenience to Holders; provided that any such notice may state that no representation

is made as to the correctness of such numbers either as printed on the Subordinated Notes or as contained in any notice (including any

notice of redemption or exchange) and that reliance may be placed only on the other identification numbers printed on the Subordinated

Notes, and any such notice will not be affected by any defect in or omission of such numbers.

ARTICLE

III

SATISFACTION

AND DISCHARGE OF INDENTURE

3.01 Satisfaction

and Discharge.

This

Indenture will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute

proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1)

either

(a)

all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyed, lost or stolen

and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore

been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust,

as provided in Section 9.03) have been delivered to the Trustee for cancellation; or

(b)

all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become

due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption

within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and

at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with

the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated

Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes,

to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Stated Maturity thereof,

as the case may be;

(2)

the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated

Notes; and

(3)

the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent

herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied.

Notwithstanding

the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee

under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of

the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survive.

3.02 Defeasance

and Covenant Defeasance.

(1)

The Company may, at its option and at any time, elect to have Section 3.02(2) or Section 3.02(3) be applied to such Outstanding Subordinated

Notes upon compliance with the conditions set forth below in this Section 3.02. Legal Defeasance and Covenant Defeasance may be effected

only with respect to all, and not less than all, of the Outstanding Subordinated Notes.

(2)

Upon the Company’s exercise of the above option applicable to this Section 3.02(2), the Company will be deemed to have been discharged

from its obligations with respect to such Outstanding Subordinated Notes on the date the conditions set forth in clause (4) of this Section

3.02 are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company will be deemed to have

paid and discharged the entire indebtedness represented by such Outstanding Subordinated Notes, which will thereafter be deemed to be

“Outstanding” only for the purposes of Section 3.02(5) and the other Sections of this Indenture referred to in clauses (i)

through (iv) of this paragraph, and to have satisfied all of its other obligations under such Subordinated Notes and this Indenture insofar

as such Subordinated Notes are concerned (and the Trustee, at the expense of the Company, will execute proper instruments acknowledging

the same), except for the following which will survive until otherwise terminated or discharged hereunder: (i) the rights of Holders

of such Outstanding Subordinated Notes to receive, solely from the trust fund described in Section 3.02(4)(a) and as more fully set forth

in this Section 3.02 and Section 3.03, payments in respect of the principal of and interest, if any, on, such Subordinated Notes when

such payments are due, (ii) the obligations of the Company and the Trustee with respect to such Subordinated Notes under Section 2.07,

Section 2.09, Section 9.02 and Section 9.03, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv)

this Section 3.02 and Section 3.03. The Company may exercise its option under this Section 3.02(2) notwithstanding the prior exercise

of its option under Section 3.02(3) with respect to such Subordinated Notes.

(3)

Upon the Company’s exercise of the above option applicable to this Section 3.02(3), the Company will be released from its obligations

under clauses (ii) and (iii) of Section 9.04 and under Section 9.05, Section 9.06 and Section 9.07 on and after the date the conditions

set forth in Section 3.02(4) are satisfied (“Covenant Defeasance”), and such Subordinated Notes will thereafter be deemed

to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences

of any thereof) in connection with any such covenant, but will continue to be deemed “Outstanding” for all other purposes

hereunder. For this purpose, such Covenant Defeasance means that with respect to such Outstanding Subordinated Notes, the Company may

omit to comply with, and will have no liability in respect of, any term, condition or limitation set forth in any such Section or any

such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant

or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such

omission to comply will not constitute a default, but, except as specified above, the remainder of this Indenture and such Subordinated

Notes will be unaffected thereby.

(4)

The following will be the conditions to application of Section 3.02(2) or Section 3.02(3) to any Outstanding Subordinated Notes:

(a)

The Company will irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements

of Section 5.08 who will agree to comply with the provisions of this Section 3.02 applicable to it) as trust funds in trust for the purpose

of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (i) an amount

in Dollars, (ii) Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance

with their terms will provide, not later than one day before the due date of any payment of principal of and interest, if any, on such

Subordinated Notes, money or (iii) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment

of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written

certification thereof delivered to the Trustee, to pay and discharge, and which will be applied by the Trustee (or other qualifying trustee)

to pay and discharge, the principal of and interest, if any, on, such Outstanding Subordinated Notes on the Stated Maturity of such principal

or installment of principal or interest or the applicable Redemption Date, as the case may be.

(b)

Such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture

or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which it is bound.

(c)

No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Subordinated

Notes will have occurred and be continuing on the date of such deposit, and, solely in the case of Legal Defeasance under Section 3.02(2),

no Event of Default, or event which with notice or lapse of time or both would become an Event of Default, under Section 4.01 will have

occurred and be continuing at any time during the period ending on and including the 91st day after the date of such deposit

(it being understood that this condition to Legal Defeasance under Section 3.02(2) will not be deemed satisfied until the expiration

of such period).

(d)

In the case of Legal Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel in form reasonably acceptable to

the Trustee stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or

(ii) since the date of this Indenture there has been a change in applicable federal income tax law, in either case to the effect that,

and based thereon such opinion of independent counsel will confirm that, the Holders of such Outstanding Subordinated Notes will not

recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income

tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred.

(e)

In the case of Covenant Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel in form reasonably acceptable

to the Trustee to the effect that the Holders of such Outstanding Subordinated Notes will not recognize income, gain or loss for federal

income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same

manner and at the same times as would have been the case if such Covenant Defeasance had not occurred.

(f)

The Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions

precedent to the Legal Defeasance or Covenant Defeasance, as the case may be, under this Indenture have been satisfied.

(g)

If the moneys or Government Obligations or combination thereof, as the case may be, deposited under Section 3.02(4)(a) above are sufficient

to pay the principal of, and interest, if any, on, such Subordinated Notes provided such Subordinated Notes are redeemed on a particular

Redemption Date, the Company will have given the Trustee irrevocable instructions to redeem such Subordinated Notes on such date and

to provide notice of such redemption to Holders as provided in or under this Indenture.

(h)

The Trustee will have received such other documents, assurances and Opinions of Counsel as the Trustee will have reasonably required.

(5)

Subject to the provisions of the last paragraph of Section 9.03, all money and Government Obligations deposited with the Trustee (or

other qualifying trustee, collectively for purposes of this Section 3.02(5), the “Trustee”) in accordance with Section 3.02(4)(a)

in respect of any Outstanding Subordinated Notes will be held in trust and applied by the Trustee, in accordance with the provisions

of such Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company or

any Subsidiary or Affiliate of the Company acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to

become due thereon in respect of principal and interest but such money and Government Obligations need not be segregated from other funds,

except to the extent required by law.

The

Company will pay and indemnify the Trustee against any tax, fee or other charge, imposed on or assessed against the Government Obligations

deposited in accordance with this Section 3.02 or the principal or interest received in respect thereof other than any such tax, fee

or other charge which by law is for the account of the Holders of the Outstanding Subordinated Notes.

3.03 Application

of Trust Money.

Subject

to the provisions of the last paragraph of Section 9.03, all money and Government Obligations deposited with the Trustee in accordance

with Section 3.01 or Section 3.02 will be held in trust and applied by the Trustee, in accordance with the provisions of such Subordinated

Notes subject to discharge under Section 3.01 or Legal Defeasance or Covenant Defeasance under Section 3.02, and this Indenture, to the

payment, either directly or through any Paying Agent (including the Company, to the extent it is acting as its own Paying Agent) as the

Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment such money has or Government

Obligations have been deposited with or received by the Trustee; but such money and Government Obligations need not be segregated from

other funds, except to the extent required by law.

3.04 Reinstatement.

the Trustee (or other qualifying trustee appointed in accordance with Section 3.02(4)(a)) or any Paying Agent is unable to apply any

moneys or Government Obligations deposited in accordance with Section 3.01(1) or Section 3.02(4)(a) to pay any principal of, or interest,

if any, on, the Subordinated Notes by reason of any legal proceeding or any order or judgment of any court or governmental authority

enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Subordinated

Notes will be revived and reinstated as though no such deposit had occurred, until such time as the Trustee (or other qualifying trustee)

or Paying Agent is permitted to apply all such moneys and Government Obligations to pay the principal of, and interest, if any, on the

Subordinated Notes as contemplated by Section 3.01 or Section 3.02 as the case may be; provided, however, that if the Company makes any

payment of the principal of, or interest if any on, the Subordinated Notes following the reinstatement of its obligations as aforesaid,

the Company will be subrogated to the rights of the Holders of such Subordinated Notes to receive such payment from the funds held by

the Trustee (or other qualifying trustee) or Paying Agent.

3.05 Effect

on Subordination Provisions.

The

provisions of Article XI are expressly made subject to the provisions for, and to the right of the Company to effect, the satisfaction

and discharge of all of the Subordinated Notes as set forth in and in accordance with Section 3.01 and the provisions for, and to the

right of the Company to effect, Legal Defeasance and Covenant Defeasance of all of the Subordinated Notes as set forth in and in accordance

with Section 3.02. As a result, and anything herein to the contrary notwithstanding, if the Company complies with the provisions of Section

3.01 to effect the satisfaction and discharge of the Subordinated Notes or complies with the provisions of Section 3.02 to effect the

Legal Defeasance or Covenant Defeasance, upon the effectiveness of such satisfaction and discharge in accordance with Section 3.01 or

of Legal Defeasance or Covenant Defeasance in accordance with Section 3.02, in the case of satisfaction and discharge in accordance with

Section 3.01, or, in the case of Legal Defeasance or Covenant Defeasance in accordance with Section 3.02, the Subordinated Notes as to

which Legal Defeasance or Covenant Defeasance, as the case may be, will have become effective will thereupon cease to be so subordinated

in right of payment to the Senior Indebtedness and will no longer be subject to the provisions of Article XI and, without limitation

to the foregoing, all moneys and Government Obligations deposited with the Trustee (or other qualifying trustee) in trust in connection

with such satisfaction and discharge. Legal Defeasance or Covenant Defeasance, as the case may be, and all proceeds therefrom may be

applied to pay the principal of, and interest, if any, on, such Subordinated Notes as and when the same will become due and payable notwithstanding

the provisions of Article XI without regard to whether any or all of the Senior Indebtedness then outstanding will have been paid or

otherwise provided for.

ARTICLE

REMEDIES

4.01 Events

of Default; Acceleration.

“Event of Default” means any one of the following events (whatever the reason for such Event of Default and whether it will

be voluntary or involuntary or be effected by operation of law or in accordance with any judgment, decree, or order of any court or any

order, rule, or regulation of any administrative or governmental body):

(1)

the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company in an involuntary

case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (ii) a decree

or order adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,

adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver,

liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering

the winding up or liquidation of its affairs, and, in the case of the immediately preceding clauses (i) and (ii), the continuance of

any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;

(2)

the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization

or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry

of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state

bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding

against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state

bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding

against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state

law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,

assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property or the taking of corporate

action by the Company in furtherance of any such action;

(3)

(i) the appointment by a competent government agency having primary regulatory authority over any Major Constituent Bank under any applicable

federal or state banking, insolvency or similar law now or hereafter in effect of a receiver of any such Major Constituent Bank or (ii)

the entry of a decree or order in any case or proceeding under any applicable federal or state banking, insolvency or other similar law

now or hereafter in effect appointing any receiver of any Major Constituent Bank;

(4)

the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and

payable, and the continuation of such failure for a period of 15 days;

(5)

the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become

due and payable under this Indenture;

(6)

the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes

or in this Indenture, and the continuation of such failure for a period of 30 days after the date on which notice specifying such failure,

stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been

given, in the manner set forth in Section 1.05, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at

least 25% in aggregate principal amount of the Subordinated Notes at the time Outstanding; or

(7)

the default by the Company under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company having

an aggregate principal amount outstanding of at least $25,000,000, 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.

Upon

becoming aware of any Event of Default, the Company will promptly deliver to the Trustee a written statement specifying the Event of

Default.

an Event of Default described in Section 4.01(1), 4.01(2) or 4.01(3) occurs, then the principal amount of all of the Outstanding Subordinated

Notes, and accrued and unpaid interest, if any, on all Outstanding Subordinated Notes will become and be immediately due and payable

without any declaration or other act on the part of the Trustee or any Holder, and the Company waives demand, presentment for payment,

notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing, because the Company will treat the Subordinated

Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section 4.01(1), 4.01(2)

or 4.01(3), neither the Trustee nor any Holder may accelerate the Stated Maturity of the Subordinated Notes and make the principal of,

and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable.

any Event of Default occurs and is continuing, the Trustee may also pursue any other available remedy to collect the payment of principal

of, and interest on, the Subordinated Notes or to enforce the performance of any provision of the Subordinated Notes or this Indenture.

4.02 Failure

to Make Payments.

an Event of Default described in Section 4.01(4) or Section 4.01(5) occurs, the Company will, upon demand of the Trustee, pay to the

Trustee, for the benefit of the Holders of such Subordinated Notes, the whole amount then due and payable with respect to such Subordinated

Notes, with interest upon the overdue principal, and, to the extent permitted by applicable law, upon any overdue installments of interest

at the rate or respective rates, as the case may be, provided for or with respect to such Subordinated Notes or, if no such rate or rates

are so provided, at the rate or respective rates, as the case may be, of interest borne by such Subordinated Notes, and, in addition

thereto, such further amount of money as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation,

expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section 5.07.

the Company fails to pay the money it is required to pay the Trustee, the Trustee, in its own name and as trustee of an express trust,

may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final

decree, and may enforce the same against the Company or any other obligor upon such Subordinated Notes and collect the moneys adjudged

or decreed to be payable in the manner provided by law out of the property of the Company, wherever situated.

The

Trustee may proceed to protect and enforce its rights and the rights of the Holders of Subordinated Notes by such appropriate judicial

proceedings as the Trustee will deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any

covenant or agreement in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other proper

remedy.

Upon

the occurrence and during the continuation of an Event of Default, the Company may not declare or pay any dividends or distributions

on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock, make any payment

of principal or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank equal with

or junior to the Subordinated Notes, or make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes,

other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any

class of the Company’s common stock; (ii) any declaration of a dividend in connection with the implementation of a shareholders’

rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant

thereto; (iii) as a result of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series

of the Company’s capital stock for another class or series of the Company’s capital stock; (iv) the purchase of fractional

interests in shares of the Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock

or the security being converted or exchanged; or (v) purchases of any class of the Company’s common stock related to the issuance

of common stock or rights under any benefit plans for the Company’s directors, officers or employees or any of the Company’s

dividend reinvestment plans.

4.03 Trustee

May File Proofs of Claim.

case of any judicial proceeding relative to the Company (or any other obligor upon the Subordinated Notes), its property or its creditors,

the Trustee will be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under

the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee

will be authorized to

(1)

file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Subordinated Notes, of the principal

and interest owing and unpaid in respect of such Subordinated Notes and to file such other papers or documents as may be necessary or

advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and

advances of the Trustee, its agents or counsel) and of the Holders of such Subordinated Notes allowed in such judicial proceeding, and

(2)

collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and

any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding is authorized

by each Holder to make such payments to the Trustee and, in the event that the Trustee will consent to the making of such payments directly

to the Holders and to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements, and advances of

the Trustee, its agents and counsel, and any other amounts due hereunder.

provision of this Indenture will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder

any plan of reorganization, arrangement, adjustment, or composition affecting the Subordinated Notes or the rights of any Holder or to

authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, the Trustee may vote on

behalf of the Holders for the election of a trustee in bankruptcy or similar official and may be a member of a creditors, or other similar

committee.

4.04 Trustee

May Enforce Claims Without Possession of Subordinated Notes.

All

rights of action and claims under this Indenture or the Subordinated Notes may be prosecuted and enforced by the Trustee without the

possession of any of the Subordinated Notes or the production of such Subordinated Notes in any related proceeding, and any such proceeding

instituted by the Trustee will be brought in its own name as trustee of an express trust, and any recovery of judgment will, after provision

for the payment of the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents, and counsel, be for

the ratable benefit of the Holders in respect of which such judgment has been recovered.

4.05 Application

of Money Collected.

Any

money collected by the Trustee in accordance with this Article IV or, after the occurrence and during the continuation of an Event of

Default, any money or other property distributable in respect of the Company’s obligations under this Indenture will be applied

in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal

or any interest, upon presentation of the Subordinated Notes and the notation on such Subordinated Notes of the payment if only partially

paid and upon surrender of such Subordinated Notes if fully paid:

FIRST:

To the payment of all amounts due the Trustee, acting in any capacity hereunder, (including any predecessor trustee) under Section 5.07,

including the payment of the Trustee’s agents and counsel employed by it in the exercise and performance of its powers and duties

as Trustee;

SECOND:

To the payment of amounts then due and unpaid to the holders of Senior Indebtedness, to the extent required under the Subordination Provisions

established with respect to the Subordinated Notes;

THIRD:

To the payment of the amounts then due and unpaid for principal of and any interest on the Subordinated Notes in respect of which or

for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate

amounts due and payable on such Subordinated Notes for principal and interest, respectively; and

FOURTH:

The balance, if any, shall be paid to the Company or to such other Person or Persons as a court of competent jurisdiction may direct.

4.06 Limitation

on Suits.

Holder of any Subordinated Note will have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture

or any Subordinated Notes, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless:

(1)

such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Subordinated Notes;

(2)

the Holders of not less than 25% in aggregate principal amount of the Outstanding Subordinated Notes will have made written request to

the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under this Indenture;

(3)

such Holder or Holders have offered to the Trustee security and indemnity reasonably satisfactory to the Trustee against the costs, expenses,

and liabilities to be incurred in compliance with such request;

(4)

the Trustee for 60 days after its receipt of such notice, request, and offer of indemnity has failed to institute any such proceeding;

and

(5)

no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority

in aggregate principal amount of the Outstanding Subordinated Notes;

being understood and intended that no one or more of such Holders will have any right in any manner whatever by virtue of, or by availing

of, any provision of this Indenture to affect, disturb, or prejudice the rights of any other of such Holders, or to obtain or to seek

to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner provided

in this Indenture and for the equal and ratable benefit of all of such Holders.

4.07 Unconditional

Right of Holders to Payments.

Notwithstanding

any other provision in this Indenture, the Holder of any Subordinated Note will have the right, which is absolute and unconditional,

to receive payment of the principal of and (subject to Section 2.07 and Section 2.10) any interest on such Subordinated Note on the respective

Stated Maturity or Maturities expressed in such Subordinated Note (or, in the case of redemption, on the Redemption Date), and to institute

suit for the enforcement of any such payment and such rights will not be impaired without the consent of such Holder.

4.08 Restoration

of Rights and Remedies.

the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been

discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case,

subject to any determination in such proceeding, the Company, the Trustee and the Holders will be restored severally and respectively

to their former positions under this Indenture, and thereafter all rights and remedies of the Trustee and the Holders will continue as

though no such proceeding had been instituted.

4.09 Rights

and Remedies Cumulative.

Except

as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Subordinated Notes in the last

paragraph of Section 2.09, no right or remedy conferred in this Indenture upon or reserved to the Trustee or to the Holders is intended

to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law, be cumulative and in addition

to every other right and remedy given under this Indenture or now or in the future existing at law or in equity or otherwise. The assertion

or employment of any right or remedy under this Indenture, or otherwise, will not prevent the concurrent assertion or employment of any

other appropriate right or remedy.

4.10 Delay

or Omission Not Waiver.

delay or omission of the Trustee or of any Holder of any Subordinated Notes to exercise any right or remedy accruing upon any Event of

Default will impair any such right or remedy or constitute a waiver of or acquiescence in any such Event of Default. Every right and

remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed

expedient, by the Trustee or by the Holders, as the case may be.

4.11 Control

by Holders.

The

Holders of a majority in aggregate principal amount of the Outstanding Subordinated Notes will have the right to direct the time, method,

and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,

with respect to the Subordinated Notes, provided that

(1)

such direction will not violate any rule of law or this Indenture or the Subordinated Notes.

(2)

the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3)

the Trustee will have the right to decline to follow any such direction if the Trustee in good faith will determine that the proceeding

so directed would involve the Trustee in personal liability.

4.12 Waiver

of Past Defaults.

The

Holders of not less than a majority in aggregate principal amount of the Outstanding Subordinated Notes may on behalf of the Holders

of all the Subordinated Notes waive any past default under this Indenture and its consequences, except a default in the payment of the

principal of, or interest on, any Subordinated Note, or in respect of a covenant or provision of this Indenture which under Article VIII

cannot be modified or amended without the consent of the Holder of each Outstanding Subordinated Note.

Upon

any such waiver, such default will cease to exist, and any Event of Default arising from such default will be deemed to have been cured,

for every purpose of this Indenture; but no such waiver will extend to any subsequent or other default or impair any consequent right.

4.13 Undertaking

for Costs.

All

parties to this Indenture agree, and each Holder of any Subordinated Notes by his acceptance of such Subordinated Notes will be deemed

to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture,

or in any suit against the Trustee for any action taken, suffered, or omitted by it as Trustee, the filing by any party litigant in such

suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable

attorney’s fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims

or defenses made by such party litigant; but the provisions of this Section 4.13 will not apply to any suit instituted by the Company,

to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than

10% in principal amount of the Outstanding Subordinated Notes, or to any suit instituted by any Holder for the enforcement of the payment

of the principal of or interest, if any, on any Subordinated Notes on or after the Stated Maturity or Maturities expressed in such Subordinated

Notes (or, in the case of redemption, on or after the Redemption Date).

ARTICLE

THE

TRUSTEE

5.01 Duties

of Trustee.

(1)

If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it hereby, and

use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct

of such person’s own affairs. The Trustee shall not be liable for any action taken or omitted by it in the performance of its duties

under this Indenture except for its own negligence or willful misconduct.

(2)

Except during the continuance of an Event of Default:

(a)

the duties of the Trustee will be determined solely by the express provisions hereof and the Trustee need perform only those duties that

are specifically set forth herein and no others, and no implied covenants or obligations will be read into this Indenture against the

Trustee; and

(b)

in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of

the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements hereof; however,

the Trustee will examine the certificates and opinions to determine whether or not they conform on their face to the requirements hereof

(but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(3)

Whether or not therein expressly so provided, every provision hereof that in any way relates to the Trustee is subject to paragraphs

(1) and (2) of this Section 5.01 and to Section 5.02.

(4)

No provision hereof will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation

to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee

security and indemnity reasonably satisfactory to it against any loss, liability or expense.

(5)

The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

5.02 Certain

Rights of Trustee.

Subject

to Section 315(a) through Section 315(d) of the Trust Indenture Act:

(1)

the Trustee may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other

paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2)

any request or direction of the Company mentioned herein will be sufficiently evidenced by a Company Request or a Company Order (unless

other evidence in respect thereof be herein specifically prescribed) and any resolution of the Board of Directors may be sufficiently

evidenced by a Board Resolution;

(3)

whenever in the administration of this Indenture the Trustee will deem it desirable that a matter be proved or established prior to taking,

suffering or omitting any action hereunder, the Trustee (unless other evidence will be herein specifically prescribed) may, in the absence

of bad faith on its part, rely upon an Officers’ Certificate or Opinion of Counsel, or both, which will comply with Section 1.02;

(4)

before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The

Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or

Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full

and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good

faith and in reliance thereon. The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or

negligence of any agent appointed with due care;

(5)

the Trustee will be under no obligation to exercise any of the rights or powers vested in it by or under this Indenture at the request

or direction of any Holder(s) under this Indenture, unless such Holder(s) will have offered to the Trustee security or indemnity satisfactory

to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

(6)

the Trustee will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or

document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see

fit, and, if the Trustee will determine to make such further inquiry or investigation, it will be entitled to examine, during business

hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney, at the sole cost

of the Company and will incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(7)

the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents

or attorneys and the Trustee will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed

with due care by it hereunder;

(8)

the Trustee will not be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed by it

to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, including, but not limited to, acts

taken at the direction of the Holders;

(9)

in no event will the Trustee be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including,

but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and

regardless of the form of action;

(10)

the Trustee will not be required to take notice or be deemed to have notice of any default or Event of Default, except failure by the

Company to pay or cause to be made any of the payments required to be made to the Trustee to pay principal of, and interest on, the Subordinated

Notes, unless a Responsible Officer shall receive written notice of such default or Event of Default from the Company or from the Holders

of at least 25% in aggregate principal amount of the then Outstanding Subordinated Notes delivered to the Corporate Trust Office of the

Trustee and in the absence of such notice so delivered the Trustee may conclusively assume no default or Event of Default exists;

(11)

the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,

are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person

employed or appointed to act hereunder;

(12)

the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized

at such time to take specified actions under this Indenture;

(13)

the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;

(14)

the Trustee shall not be liable or responsible for any calculation in connection with the transactions contemplated hereunder nor for

any information used in connection with such calculation;

(15)

the Trustee shall not be bound to make any investigation into (i) the performance of or compliance with any of the covenants or agreements

set forth herein, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture

or any other agreement, instrument or document;

(16)

the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proved

that the Trustee was negligent in ascertaining the pertinent facts;

(17)

the permissive right of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty and, with respect

to such permissive rights, the Trustee shall not be answerable for other than its negligence or willful misconduct; and

(18)

the Trustee shall have no duty to monitor the Company’s compliance with the terms of this Indenture or any Subordinated Note.

5.03 Notice

of Defaults.

Within

90 days after a Responsible Officer of the Trustee is notified of the occurrence of any default hereunder with respect to the Subordinated

Notes in accordance with Section 5.02(10), the Trustee will deliver to all Holders entitled to receive reports in accordance with Section

6.03(3), notice of such default hereunder known to the Trustee, unless such default will have been cured or waived; provided, however,

that, except in the case of a default in the payment of the principal of or interest, if any, on, any Subordinated Note, the Trustee

will be protected in withholding such notice if and so long as the Board of Directors or a Responsible Officer of the Trustee in good

faith determines that the withholding of such notice is in the best interest of the Holders. For the purpose of this Section, the term

“default” means any event that is, or after notice or lapse of time or both would become, an Event of Default with respect

to Subordinated Notes.

5.04 Not

Responsible for Recitals or Issuance of Subordinated Notes.

The

recitals contained herein and in the Subordinated Notes, except the Trustee’s certificate of authentication, will be taken as the

statements of the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The

Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Subordinated Notes, except that the Trustee

represents that it is duly authorized to execute and deliver this Indenture, authenticate the Subordinated Notes and perform its obligations

hereunder and that the statements made by it in any Statement of Eligibility on Form T-1 supplied to the Company are true and accurate,

subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent will be accountable for the use or

application by the Company of the Subordinated Notes or the proceeds thereof. The Trustee will not be responsible for and makes no representation

as to the validity or adequacy of this Indenture or the Subordinated Notes, it will not be accountable for the Company’s use of

the proceeds from the Subordinated Notes or any money paid to the Company or upon the Company’s direction under any provision hereof,

it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not

be responsible for any statement or recital herein or any statement in the Subordinated Notes or any other document in connection with

the sale of the Subordinated Notes or under this Indenture other than its certificate of authentication.

5.05 May

Hold Subordinated Notes.

The

Trustee, any Authenticating Agent, any Paying Agent, any Registrar or any other Person that may be an agent of the Trustee or the Company,

in its individual or any other capacity, may become the owner or pledgee of Subordinated Notes and, subject to Section 310(b) and Section

311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights that it would have if it were not Trustee, Authenticating

Agent, Paying Agent, Registrar or such other Person.

The

Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the

Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of Trust Indenture Act to the extent

indicated.

5.06 Money

Held in Trust.

Except

as provided in Section 3.02(5), Section 3.03 and Section 9.03, money held by the Trustee in trust hereunder need not be segregated from

other funds except to the extent required by law. All moneys held by the Trustee hereunder will be held uninvested. The Trustee will

be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

5.07 Compensation

and Reimbursement.

The

Company agrees:

(1)

to pay to the Trustee from time to time compensation as agreed in writing by the Trustee and the Company hereto for all services rendered

by the Trustee acting in any capacity hereunder (which compensation will not be limited by any provision of law in regard to the compensation

of a trustee of an express trust);

(2)

except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and

advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and

the expenses and disbursements of its agents and counsel), except for any such expense, disbursement or advance attributable to the Trustee’s

negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order; and

(3)

to indemnify each of the Trustee acting in any capacity and any predecessor Trustee and their counsel and agents for, and to hold them

harmless against, any loss, damage, liability, action, suit, cost or expense (including, without limitation, the reasonable fees and

disbursements of the Trustee’s agents, legal counsel, accountants and experts) and including taxes (other than taxes based upon,

measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of its

duties hereunder, including the costs and expenses of enforcing this Indenture against the Company (including this Section 5.07) and

defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with

the exercise or performance of any of their powers or duties hereunder, or in connection with enforcing the provisions of this Section,

except to the extent that any such loss, liability or expense was due to the Trustee’s negligence or willful misconduct as determined

by a court of competent jurisdiction in a final, non-appealable order. The Trustee will notify the Company promptly of any claim for

which it may seek indemnity.

The

obligations of the Company under this Section 5.07 will survive the satisfaction and discharge of this Indenture and the resignation

or removal of the Trustee.

security for the performance of the obligations of the Company under this Section, the Trustee will have a lien prior to the Subordinated

Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of,

or interest on, Subordinated Notes. Such lien will survive the satisfaction and discharge hereof.

Any

compensation or expense incurred by the Trustee after a default specified by Section 4.01 is intended to constitute an expense of administration

under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 5.07 will include any predecessor

Trustee, but the negligence or bad faith of any Trustee will not affect the rights of any other Trustee under this Section 5.07. The

provisions of this Section 5.07 will, to the extent permitted by law, survive any termination of this Indenture (including, without limitation,

termination in accordance with any Bankruptcy Laws) and the resignation or removal of the Trustee.

5.08 Corporate

Trustee Required; Eligibility.

(1)

There will at all times be a Trustee hereunder that is a corporation, organized and doing business under the laws of the United States,

any state thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an

indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2)

of the Trust Indenture Act) of at least $50,000,000 and is subject to supervision or examination by federal or state authority. The Trustee

will also satisfy the requirements of Section 310(a)(5) of the Trust Indenture Act. If at any time the Trustee will cease to be eligible

in accordance with the provisions of this Section, it will resign immediately in the manner and with the effect hereinafter specified

in this Article,

(2)

The Trustee will comply with Section 310(b) of the Trust Indenture Act; provided, however, that there will be excluded from the operation

of Section 310(b)(1) of the Trust Indenture Act this Indenture or any indenture or indentures under which other securities or certificates

of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section

310(b)(1) of the Trust Indenture Act are met.

5.09 Resignation

and Removal; Appointment of Successor.

(1)

No resignation or removal of the Trustee and no appointment of a successor Trustee in accordance with this Article V will become effective

until the acceptance of appointment by the successor Trustee in accordance with Section 5.10.

(2)

The Trustee may resign at any time with respect to the Subordinated Notes by giving written notice thereof to the Company. If the instrument

of acceptance by a successor Trustee required by Section 5.10 will not have been delivered to the Trustee within 30 days after the giving

of such notice of resignation, the resigning Trustee may, at the Company’s expense, petition any court of competent jurisdiction

for the appointment of a successor Trustee.

(3)

The Trustee may be removed at any time with respect to the Subordinated Notes by Act of the Holders of a majority in principal amount

of the Outstanding Subordinated Notes, delivered to the Trustee and the Company.

at any time:

(a)

the Trustee will fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to

Subordinated Notes after written request therefor by the Company or any Holder who has been a bona fide Holder for at least six months,

(b)

the Trustee will cease to be eligible under Section 5.08 and will fail to resign after written request therefor by the Company or any

such Holder, or

(c)

the Trustee will become incapable of acting or will be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property

will be appointed or any public officer will take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,

conservation or liquidation,

then,

in any such case, (i) the Company, by or in accordance with a Board Resolution, may remove the Trustee with respect to the Subordinated

Notes, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder for at least six months

may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee

with respect to all Subordinated Notes and the appointment of a successor Trustee or Trustees.

(4)

If the Trustee will resign, be removed or become incapable of acting, or if a vacancy will occur in the office of Trustee for any cause,

with respect to the Subordinated Notes, the Company, by or in accordance with a Board Resolution, will promptly appoint a successor Trustee

or Trustees with respect to the Subordinated Notes and will comply with the applicable requirements of Section 5.10. If, within one year

after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Subordinated

Notes shall have been appointed by Act of the Holders of a majority in principal amount of the Outstanding Subordinated Notes delivered

to the Company and the retiring Trustee, the successor Trustee so appointed will, forthwith upon its acceptance of such appointment in

accordance with the applicable requirements of Section 5.10, become the successor Trustee with respect to the Subordinated Notes and

to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Subordinated Notes

will have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 5.10, any Holder

who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court

of competent jurisdiction for the appointment of a successor Trustee with respect to the Subordinated Notes.

(5)

The Company will give notice of each resignation and each removal of the Trustee with respect to the Subordinated Notes and each appointment

of a successor Trustee with respect to the Subordinated Notes by delivering written notice of such event by first-class mail, postage

prepaid, to the Holders as their names and addresses appear in the Subordinated Note Register. Each notice will include the name of the

successor Trustee with respect to the Subordinated Notes and the address of its Corporate Trust Office.

5.10 Acceptance

of Appointment by Successor.

(1)

Upon the appointment hereunder of any successor Trustee with respect to all Subordinated Notes, such successor Trustee so appointed will

execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the

resignation or removal of the retiring Trustee will become effective and such successor Trustee, without any further act, deed or conveyance,

will become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company

or such successor Trustee, such retiring Trustee, upon payment of its charges, will execute and deliver an instrument transferring to

such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 9.03, will duly assign, transfer

and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim,

if any, provided for in Section 5.07.

(2)

Upon the appointment hereunder of any successor Trustee with respect to the Subordinated Notes, the Company, the retiring Trustee and

such successor Trustee will execute and deliver an indenture supplemental hereto wherein each successor Trustee will accept such appointment

and which (i) will contain such provisions as will be necessary or desirable to transfer and confirm to, and to vest in, such successor

Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Subordinated Notes, (ii) if the retiring

Trustee is not retiring with respect to all Subordinated Notes, will contain such provisions as will be deemed necessary or desirable

to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Subordinated Notes will continue

to be vested in the retiring Trustee, and (iii) will add to or change any of the provisions of this Indenture as will be necessary to

provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein

or in such supplemental indenture will constitute such Trustees co-trustees of the same trust, that each such Trustee will be trustee

of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that

no Trustee will be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee

hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee will

become effective to the extent provided therein, such retiring Trustee will have no further responsibility for the exercise of rights

and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Subordinated

Notes other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, will become

vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Subordinated Notes; but, on request

of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Subordinated Notes and

subject to Section 9.03 will duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental

indenture, the property and money held by such retiring Trustee hereunder with respect to the Subordinated Notes, subject to its claim,

if any, provided for in Section 5.07.

(3)

Upon request of any Person appointed hereunder as a successor Trustee, the Company will execute any and all instruments for more fully

and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or

(2) of this Section, as the case may be.

(4)

No Person will accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person will

be qualified and eligible under this Article. No resigning or removed Trustee shall have any liability or responsibility for the action

or inaction of any successor Trustee.

5.11 Merger,

Conversion, Consolidation or Succession to Business.

Any

corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from

any merger, conversion or consolidation to which the Trustee will be a party, or any corporation succeeding to all or substantially all

of the corporate trust business of the Trustee, will be the successor of the Trustee hereunder (provided that such corporation will otherwise

be qualified and eligible under this Article), without the execution or filing of any paper or any further act on the part of any of

the parties hereto. In case any Subordinated Notes will have been authenticated but not delivered by the Trustee then in office, any

such successor to such authenticating Trustee may adopt such authentication and deliver the Subordinated Notes so authenticated with

the same effect as if such successor Trustee had itself authenticated such Subordinated Notes. In case any Subordinated Notes will not

have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Subordinated Notes

in either its own name or that of its predecessor Trustee.

5.12 Appointment

of Authenticating Agent.

The

Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to the Subordinated Notes which will be

authorized to act on behalf of the Trustee to authenticate Subordinated Notes issued upon original issue, exchange, registration of transfer,

partial redemption, partial repayment, or in accordance with Section 2.09, and Subordinated Notes so authenticated will be entitled to

the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever

reference is made in this Indenture to the authentication and delivery of Subordinated Notes by the Trustee or the Trustee’s certificate

of authentication, such reference will be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating

Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.

Each

Authenticating Agent will be reasonably acceptable to the Company and, except as provided in or under this Indenture, will at all times

be a corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture

Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed

in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 and is subject to supervision or examination

by federal or state authority. If at any time an Authenticating Agent will cease to be eligible in accordance with the provisions of

this Section, it will resign immediately in the manner and with the effect specified in this Section.

Any

corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting

from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any corporation succeeding to all

or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, will be the successor of such Authenticating

Agent hereunder, provided such corporation will be otherwise eligible under this Section, without the execution or filing of any paper

or any further act on the part of the Trustee or the Authenticating Agent.

Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time

terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving

such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent will cease to be eligible in

accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that will be acceptable to the

Company and will deliver written notice of such appointment by first-class mail, postage prepaid, to all Holders with respect to which

such Authenticating Agent will serve, as their names and addresses appear in the Subordinated Note Register. Any successor Authenticating

Agent, upon acceptance of its appointment hereunder, will become vested with all the rights, powers and duties of its predecessor hereunder,

with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent will be appointed unless eligible

under the provisions of this Section 5.12.

The

Company agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the

Trustee makes such payments, it will be entitled to be reimbursed for such payments, subject to the provisions of Section 5.07.

The

provisions of Section 2.11, Section 5.04 and Section 5.05 will be applicable to each Authenticating Agent.

an Authenticating Agent is appointed under this Section, the Subordinated Notes may have endorsed thereon, in addition to or in lieu

of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form:

This

is one of the Subordinated Notes of the series designated therein referred to in the within-mentioned Indenture.

UMB Bank, National Association,

As Trustee

By:

Name:

Title:

5.13 Preferred

Collection of Claims against Company.

and when the Trustee will be or becomes a creditor of the Company (or any other obligor upon the Subordinated Notes), the Trustee will

be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

ARTICLE

HOLDERS

LISTS AND REPORTS BY TRUSTEE AND COMPANY

6.01 Holder

Lists.

The

Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses

of the Holders. If the Trustee is not the Registrar, the Company will cause to be furnished to the Trustee at least semiannually on January

1 and July 1 a listing of the Holders dated within 10 days of the date on which the list is furnished and at such other times as the

Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses

of the Holders.

6.02 Preservation

of Information; Communications to Holders.

The

Trustee will comply with the obligations imposed upon it in accordance with Section 312 of the Trust Indenture Act.

Every

Holder of Subordinated Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, the

Trustee, any Paying Agent or any Registrar will be held accountable by reason of the disclosure of any such information as to the names

and addresses of the Holders of Subordinated Notes in accordance with Section 312(c) of the Trust Indenture Act, regardless of the source

from which such information was derived, and that the Trustee will not be held accountable by reason of delivering any material in accordance

with a request made under Section 312(b) of the Trust Indenture Act.

6.03 Reports

by Trustee.

(1)

Within 60 days after July 15 of each year commencing with the first July 15 following the date of this Indenture, if required by Section

313(a) of the Trust Indenture Act, the Trustee will transmit, in accordance with Section 313(c) of the Trust Indenture Act, a brief report

dated as of such July 15 with respect to any of the events specified in said Section 313(a) and Section 313(b)(2) of the Trust Indenture

Act that may have occurred since the later of the immediately preceding July 15 and the date of this Indenture.

(2)

The Trustee will transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified therein.

(3)

The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.

(4)

Reports under this Section will be transmitted in the manner and to the Persons required by Section 313(c) and Section 313(d) of the

Trust Indenture Act.

6.04 Reports

by Company.

(1)

The Company, in accordance with Section 314(a) of the Trust Indenture Act, will:

(a)

file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of the information,

documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and

regulations prescribe) that the Company may be required to file with the Commission in accordance with Section 13 or Section 15(d) of

the Exchange Act; or, if the Company is not required to file information, documents or reports in accordance with either of said Sections,

then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission,

such of the supplementary and periodic information, documents and reports that may be required in accordance with Section 13 of the Exchange

Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules

and regulations;

(b)

file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such

additional certificates, information, documents and reports with respect to compliance by the Company, with the conditions and covenants

of this Indenture as may be required from time to time by such rules and regulations; and

(c)

transmit to the Holders within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section

313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company in accordance

with paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt

of such will not constitute constructive notice of any information contained therein or determinable from information contained therein,

including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively

on Officers’ Certificates).

(2)

The Company intends to file the reports referred to in Section 6.04(1) with the Commission in electronic form in accordance with Regulation

S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval system. Compliance with the foregoing,

or any successor electronic system approved by the Commission, will constitute delivery by the Company of such reports to the Trustee

and Holders in compliance with the provision of Section 6.04(1) and Trust Indenture Act Section 314(a). Notwithstanding anything to the

contrary herein, the Trustee will have no duty to search for or obtain any electronic or other filings that the Company makes with the

Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of the reports, information and documents

to the Trustee in accordance with this Section 6.04(2) will be solely for the purposes of compliance with this Section 6.04(2) and with

Trust Indenture Act Section 314(a). The Trustee’s receipt of such reports, information and documents (whether or not filed in electronic

form) is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information

contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants

hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no liability

or responsibility for the filing, content or timelines of any report hereunder aside from any report transmitted under Section 6.03 hereof.

ARTICLE

VII

SUCCESSORS

7.01 Merger,

Consolidation or Sale of All or Substantially All Assets.

The

Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer,

lease or otherwise convey all or substantially all its properties and assets to any Person, unless:

(1)

either the Company will be the continuing Person (in the case of a merger), or the successor Person (if other than the Company) formed

by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance

all or substantially all the properties and assets of the Company will be a corporation organized and existing under the laws of the

United States, any state thereof or the District of Columbia and will expressly assume, by an indenture (or indentures, if at such time

there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory

to the Trustee, the due and punctual payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due

and punctual performance and observance of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the

Company to be performed or observed;

(2)

immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company or any Subsidiary

as a result of that transaction as having been incurred by the Company or any Subsidiary at the time of the transaction, no Event of

Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, will have occurred and be continuing;

and

(3)

either the Company or the successor Person will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,

each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture

is required in connection with such transaction, such supplemental indenture comply with this Article VII and that all conditions precedent

herein provided for relating to such transaction have been complied with.

For

purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one

or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were directly

owned by the Company, would constitute all or substantially all of the Company’s properties and assets, will be deemed to be the

transfer of all or substantially all of the properties and assets of the Company.

7.02 Successor

Person Substituted for Company.

Upon

any consolidation by the Company with or merger of the Company into any other Person or any sale, assignment, transfer, lease or conveyance

of all or substantially all of the properties and assets of the Company to any Person in accordance with Section 7.01, the successor

Person formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease or other conveyance

is made will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the

same effect as if such successor Person had been named as the Company herein; and thereafter, except in the case of a lease, the predecessor

Person will be released from all obligations and covenants under this Indenture and the Subordinated Notes.

ARTICLE

VIII

SUPPLEMENTAL

INDENTURES

8.01 Supplemental

Indentures without Consent of Holders.

Without

the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution) and the Trustee,

at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for

any of the following purposes:

(1)

to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company

contained herein and in the Subordinated Notes;

(2)

to add to the covenants of the Company for the benefit of the Holders (as will be specified in such supplemental indenture or indentures)

or to surrender any right or power herein conferred upon the Company with respect to the Subordinated Notes issued under this Indenture

(as will be specified in such supplemental indenture or indentures);

(3)

to permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any such action will not adversely

affect the interests of the Holders;

(4)

to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Notes and

to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the

trusts hereunder by more than one Trustee, in accordance with the requirements of Section 5.10;

(5)

to cure any ambiguity or to correct or supplement any provision herein that may be defective or that may be inconsistent with any other

provision herein;

(6)

to make any other provisions with respect to matters or questions arising under this Indenture that will not adversely affect the interests

of the Holders of then Outstanding Subordinated Notes;

(7)

to add any additional Events of Default (as will be specified in such supplemental indenture);

(8)

to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance,

Covenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such

action will not adversely affect the interests of any Holder;

(9)

to provide for the issuance of Exchange Notes;

(10)

to conform any provision in this Indenture to the requirements of the Trust Indenture Act; or

(11)

to make any change that does not adversely affect the legal rights under this Indenture of any Holder.

Without

limitation of the foregoing, the Company and the Trustee may amend or supplement the Indenture or the Subordinated Notes without the

consent of any Holder to implement any Three-Month Term SOFR Conventions or any benchmark transition provisions after a Benchmark Transition

Event and its related Benchmark Replacement Date have occurred (or in anticipation thereof). The Trustee may conclusively rely on a Company

Request (in addition to any other orders, certificates and opinions) as to whether a Benchmark Transition Event and Benchmark Replacement

Date have occurred.

8.02 Supplemental

Indentures with Consent of Holders.

With

the consent of the Holders of not less than a majority in principal amount of the Outstanding Subordinated Notes, by Act of said Holders

delivered to the Company and the Trustee, the Company (when authorized by or in accordance with a Board Resolution), and the Trustee

may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or

eliminating any of the provisions of this Indenture or of the Subordinated Notes or of modifying in any manner the rights of the Holders

under this Indenture; provided, that for the avoidance of doubt, Exchange Notes and Subordinated Notes shall vote and consent together

on all matters (as to which such Exchange Notes and Subordinated Notes may vote or consent) as a single class and shall constitute a

single series issued under this Indenture; provided, further that no such supplemental indenture, without the consent of the Holder of

each Outstanding Subordinated Note affected thereby, will

(1)

reduce the rate of or change the time for payment of interest, including Defaulted Interest, on any Subordinated Notes;

(2)

reduce the principal of or change the Stated Maturity of any Subordinated Notes, or change the date on which any Subordinated Notes may

be subject to redemption or reduce the Redemption Price therefore;

(3)

make any Subordinated Note payable in money other than Dollars;

(4)

make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on

such Subordinated Note on or after the due date thereof or to bring suit to enforce such payment;

(5)

reduce the percentage in principal amount of the Outstanding Subordinated Notes, the consent of whose Holders is required for any such

supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture

or certain defaults hereunder and their consequences) provided for in Section 4.12 or Section 9.06 of this Indenture; or

(6)

modify any of the provisions of this Section 8.02, Section 4.12 or Section 9.06, except to increase any such percentage or to provide

that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Subordinated

Note affected thereby.

will not be necessary for any Act of Holders under this Section 8.02 to approve the particular form of any proposed supplemental indenture,

but it will be sufficient if such Act will approve the substance thereof.

8.03 Execution

of Supplemental Indentures.

a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article VIII or

the modifications thereby of the trust created by this Indenture, the Trustee will be entitled to receive, and (subject to Section 5.01)

will be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel to the effect that the execution of

such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture has been duly authorized,

executed and delivered by, and is a valid, binding and enforceable obligation of, the Company, subject to customary exceptions. The Trustee

may, but will not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or

immunities under this Indenture or otherwise.

8.04 Effect

of Supplemental Indentures.

Upon

the execution of any supplemental indenture under this Article VIII, this Indenture will be modified in accordance therewith, and such

supplemental indenture will form a part of this Indenture for all purposes; and every Holder theretofore or thereafter authenticated

and delivered hereunder.

8.05 Reference

in Subordinated Notes to Supplemental Indentures.

Subordinated

Notes authenticated and delivered after the execution of any supplemental indenture in accordance with this Article VIII may, and will

if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture.

If the Company will so determine, new Subordinated Notes so modified as to conform, in the opinion of the Company, to any such supplemental

indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Subordinated

Notes.

8.06 Effect

on Senior Indebtedness.

supplemental indenture will directly or indirectly modify or eliminate the Subordination Provisions or the definition of “Senior

Indebtedness” applicable with respect to the Subordinated Notes in any manner that might terminate or impair the subordination

of such Subordinated Notes to such Senior Indebtedness without the prior written consent of each of the holders of such Senior Indebtedness.

8.07 Conformity

with Trust Indenture Act.

Every

supplemental indenture executed in accordance with this Article will conform to the requirements of the Trust Indenture Act as then in

effect.

ARTICLE

COVENANTS

9.01 Payment

of Principal and Interest.

The

Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of, and interest on, the

Subordinated Notes, in accordance with the terms thereof and this Indenture. Principal and interest will be considered paid on the date

due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m., Eastern time, on any Interest Payment

Date, an amount in immediately available funds provided by the Company that is designated for and sufficient to pay all principal and

interest then due. The Company will pay all Additional Interest, if any, on the dates and in the amounts set forth in the Registration

Rights Agreement.

Additional Interest is payable by the Company in accordance with the Registration Rights Agreement and paragraph 2 of the Subordinated

Notes, the Company will deliver to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is

payable and (ii) the date on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives

such a certificate or instruction or direction from the Holders in accordance with the terms of this Indenture, the Trustee may assume

without inquiry that no Additional Interest is payable. The foregoing will not prejudice the rights of the Holders with respect to their

entitlement to Additional Interest as otherwise set forth in this Indenture or the Subordinated Notes and pursuing any action against

the Company directly or otherwise directing the Trustee to take such action in accordance with the terms of this Indenture and the Subordinated

Notes. If the Company has paid Additional Interest directly to persons entitled to it, the Company will deliver to the Trustee a certificate

setting forth the particulars of such payment.

9.02 Maintenance

of Office.

The

Company will maintain an office or agency in the Borough of Manhattan, New York, New York or in the County of Broward, Florida (which

may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Subordinated Notes may be surrendered for registration

of transfer or for exchange and where notices and demands to or upon the Company in respect of the Subordinated Notes and this Indenture

may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office

or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address

thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The

Company may also from time to time designate one or more other offices or agencies where the Subordinated Notes may be presented or surrendered

for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission will

in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, New York, New York or

in the County of Broward, Florida. The Company will give prompt written notice to the Trustee of any such designation or rescission and

of any change in the location of any such other office or agency.

The

Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section

9.02.

9.03 Money

for Subordinated Notes Payments to Be Held in Trust.

the Company will at any time act as its own Paying Agent, it will, on or before each due date of the principal of, or interest on, any

of the Subordinated Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in Dollars sufficient to

pay the principal and interest, as the case may be, so becoming due until such sums will be paid to such Persons or otherwise disposed

of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

Whenever

the Company will have one or more Paying Agents, it will, on or prior to each due date of the principal of, or interest on, any Subordinated

Notes, deposit with any Paying Agent a sum in Dollars sufficient to pay the principal and interest, as the case may be, so becoming due,

such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company

will promptly notify the Trustee of its action or failure so to act.

The

Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying

Agent will agree with the Trustee, subject to the provisions of this Section that such Paying Agent will:

(1)

hold all sums held by it for the payment of the principal of, or interest on, the Subordinated Notes in trust for the benefit of the

Persons entitled thereto until such sums will be paid to such Persons or otherwise disposed of as provided in or under this Indenture;

(2)

give the Trustee notice of any default by the Company in the making of any payment of principal, or interest on, the Subordinated Notes;

and

(3)

at any time during the continuance of any such default, upon the written request of the Trustee, pay to the Trustee all sums so held

in trust by such Paying Agent.

The

Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay,

or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums

to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon

such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further liability with respect to such sums.

Any

money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, or interest

on, any Subordinated Note and remaining unclaimed for two years after such principal or interest will have become due and payable will

be paid to the Company upon a Company Request, or (if then held by the Company) will be discharged from such trust; and the Holder of

such Subordinated Note will thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability

of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon

cease.

9.04 Corporate

Existence.

Subject

to Article VII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect (i) the corporate

existence of the Company, (ii) the existence (corporate or other) of each Significant Subsidiary and (iii) the rights (charter and statutory),

licenses and franchises of the Company and each of its Significant Subsidiaries including without limitation the Company’s status

as a bank holding company or financial holding company under the Bank Holding Company Act of 1956, as amended, and the Bank’s status

as an “insured depository institution” under Section 3(c)(2) of the Federal Deposit Insurance Act, as amended; provided,

however, that the 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 the Company or any of its Significant Subsidiaries if the Board of Directors of the Company

determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Significant Subsidiaries

taken as a whole and that the loss thereof will not result in Material Adverse Effect to the Company (as defined in Purchase Agreement.

Subject to Article VII, the Company shall not take any action, omit to take any action or enter into any transaction that would have

the effect of the Company owning less than one hundred percent (100%) of the capital stock of the Bank.

9.05 Maintenance

of Properties.

The

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 the Company may be necessary

so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however,

that nothing in this Section will prevent the Company or any 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 the Company or of any Significant

Subsidiary, as the case may be desirable in the conduct of its business.

9.06 Waiver

of Certain Covenants.

The

Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 9.02 to Section 9.05,

inclusive, with respect to the Subordinated Notes if before the time for such compliance the Holders of at least a majority in principal

amount of the Outstanding Subordinated Notes, by Act of such Holders, either will waive such compliance in such instance or generally

will have waived compliance with such term, provision or condition, but no such waiver will extend to or affect such term, provision

or condition except to the extent so expressly waived, and, until such waiver will become effective, the obligations of the Company and

the duties of the Trustee in respect of any such term, provision or condition will remain in full force and effect.

9.07 Dividends.

The

Company shall not declare or pay any dividend, or make any distribution on capital stock or other equity securities of any kind of the

Company, in each case except: (i) in such amounts as permitted by applicable law and regulations and only upon receipt of any required

regulatory approval, to the extent such approval is then required under applicable law or regulations; or (ii) for dividends payable

solely in shares of common stock of the Company.

9.08 Company

Statement as to Compliance.

The

Company will deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate covering the preceding

calendar year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance

of any of the terms, provisions and conditions of this Indenture (without regard to notice requirements or periods of grace) and if the

Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

9.09 Tier

2 Capital.

Whether

or not the Company is subject to consolidated capital requirements under applicable law or the regulations of the Federal Reserve, 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 Stated Maturity of the Subordinated Notes, the Company

will immediately notify the Trustee and the Holders thereof, and thereafter the Company and the Holders will work together in good faith,

subject to the terms of this Indenture, to execute and deliver all agreements as reasonably necessary in order to restructure the applicable

portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital, and the Company shall request, subject

to the terms of this Indenture, that the Trustee execute and deliver all such agreements as may be reasonably necessary in order to effect

any restructuring agreed to by the Company and the Holders; provided, that nothing contained in this Section 9.09 shall limit

the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 10.01 hereof.

ARTICLE

REDEMPTION

OF SECURITIES

10.01 Applicability

of Article.

(1)

Except as provided in this Section 10.01, the Subordinated Notes are not subject to redemption at the option of the Company. The Subordinated

Notes are not subject to redemption at the option of the Holders.

(2)

Subject to the receipt of the prior approval of the Federal Reserve, to the extent such approval is then required under the rules of

the Federal Reserve System, with corresponding written notice to the Trustee, the Company may, on or after September 1, 2031, redeem

all or a portion of the Subordinated Notes.

(3)

Subject to the receipt of the prior approval of the Federal Reserve, to the extent such approval is then required under the rules of

the Federal Reserve System, with corresponding written notice to the Trustee, the Company may, at its option, redeem all, but not a portion,

of the Outstanding Subordinated Notes at any time upon a Tier 2 Capital Event, a Tax Event or an Investment Company Event.

(4)

The Redemption Price with respect to any redemption permitted under this Indenture will be equal to 100% of the principal amount of the

Subordinated Notes to be redeemed, plus accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the Redemption

Date.

10.02 Election

to Redeem; Notice to Trustee.

The

election of the Company to redeem any Subordinated Notes will be evidenced by a Company Order. In case of any redemption of less than

all of the Subordinated Notes, the Company will, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter

notice will be satisfactory to the Trustee, but in any event not less than 45 days prior to the Redemption Date), notify the Trustee,

of such Redemption Date and of the principal amount of Subordinated Notes to be redeemed.

the case of any redemption of Subordinated Notes (i) prior to the expiration of any restriction on such redemption provided in the terms

of such Subordinated Notes or elsewhere in this Indenture or (ii) in accordance with an election of the Company that is subject to a

condition specified in the terms of such Subordinated Notes or elsewhere in this Indenture, the Company will furnish to the Trustee an

Officers’ Certificate evidencing compliance with such restriction or condition.

10.03 Selection

by Trustee of Subordinated Notes to be Redeemed.

less than all of the Subordinated Notes are to be redeemed, the particular Subordinated Notes to be redeemed will be selected not more

than 45 days prior to the Redemption Date by the Trustee from the Outstanding Subordinated Notes not previously called for redemption

unless otherwise required by law or applicable depositary requirements, on a pro rata basis; provided, however, that no such partial

redemption will reduce the portion of the principal amount of a Subordinated Note not redeemed to less than the minimum denomination

for a Subordinated Note established in or under this Indenture. Any partial redemption will be made pro rata among all of the holders

(such redemption to be considered a “Pro Rata Pass-Through of Principal” for purpose of a redemption processed through DTC).

In the event a pro rata redemption is not permitted under applicable law or applicable depositary requirements, the Subordinated Notes

to be redeemed will be selected by lot.

The

Trustee will promptly notify the Company and the Registrar (if other than itself) in writing of the Subordinated Notes selected for redemption

and, in the case of any Subordinated Notes selected for partial redemption, the principal amount thereof to be redeemed.

For

all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Subordinated Notes

will relate, in the case of any Subordinated Notes redeemed or to be redeemed only in part, to the portion of the principal of such Subordinated

Notes which has been or is to be redeemed.

10.04 Notice

of Redemption.

Notice

of redemption will be given in the manner provided in Section 1.05, not less than ten (10) nor more than forty-five (45) days prior to

the Redemption Date to the Holders of Subordinated Notes to be redeemed. Failure to give notice by delivering in the manner herein provided

to the Holder of any Subordinated Notes designated for redemption as a whole or in part, or any defect in the notice to any such Holder,

will not affect the validity of the proceedings for the redemption of any other Subordinated Notes or portions thereof.

Any

notice of redemption provided to the Holders of Subordinated Notes may be conditional in the Company’s discretion, and the Company

may delay the Redemption Date until such time as any or all of such conditions have been satisfied or revoked by the Company if it determines

that such conditions will not be satisfied. The Company will provide written notice to the Trustee prior to the close of business two

Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee) if any such redemption has been

rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Subordinated Notes in the same manner

in which the notice of redemption was given.

Any

notice that is delivered to the Holder of any Subordinated Notes in the manner herein provided will be conclusively presumed to have

been duly given, whether or not such Holder receives the notice.

All

notices of redemption will state:

(5)

the Redemption Date,

(6)

the Redemption Price,

(7)

if less than all Outstanding Subordinated Notes are to be redeemed, the identification (and, in the case of partial redemption, the principal

amount) of the particular Subordinated Note or Subordinated Notes to be redeemed,

(8)

that, in case any Subordinated Note is to be redeemed in part only, on and after the Redemption Date, upon surrender of such Subordinated

Note, the Holder of such Subordinated Note will receive, without charge, a new Subordinated Note or Subordinated Notes of authorized

denominations for the principal amount thereof remaining unredeemed,

(9)

that, on the Redemption Date, the Redemption Price will become due and payable upon each such Subordinated Note or portion thereof to

be redeemed, together (if applicable) with accrued and unpaid interest and Additional Interest, if any, thereon (subject, if applicable,

to the provisos to the first paragraph of Section 10.06), and, if applicable, that interest thereon will cease to accrue on and after

said date,

(10)

the place or places where such Subordinated Notes are to be surrendered for payment of the Redemption Price and any accrued interest

pertaining thereto,

(11)

if such redemption is subject to satisfaction of one or more conditions precedent, each such condition, and if applicable, shall state

that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied

or waived, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions

shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed; and

(12)

the section hereunder providing for such redemption.

The

notice of redemption shall include the CUSIP number reference numbers of such Subordinated Notes, if any (or any other numbers used by

a Depositary to identify such Subordinated Notes).

Notice

of redemption of Subordinated Notes to be redeemed at the election of the Company will be given by the Company or, at the Company’s

request delivered at least 10 days before the date such notice is to be given (unless a shorter period may be acceptable to the Trustee)

together with the form of notice to be delivered, by the Trustee in the name and at the expense of the Company.

10.05 Deposit

of Redemption Price.

or prior to 11:00 a.m., Eastern time, on any Redemption Date, the Company will deposit, with respect to the Subordinated Notes called

for redemption in accordance with Section 10.04, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying

Agent, segregate and hold in trust as provided in Section 9.03) an amount sufficient to pay the Redemption Price of, and (except if the

Redemption Date will be an Interest Payment Date) any accrued interest on, all such Subordinated Notes or portions thereof which are

to be redeemed on that date.

10.06 Subordinated

Notes Payable on Redemption Date.

Notice

of redemption having been given as provided above, the Subordinated Notes so to be redeemed will, subject to the satisfaction of any

condition to such redemption, on the Redemption Date, become due and payable at the Redemption Price therein specified, together with

accrued and unpaid interest and Additional Interest, if any, thereon and from and after such date (unless the Company will default in

the payment of the Redemption Price and accrued interest, if any) such Subordinated Notes will cease to bear interest. Upon surrender

of any such Subordinated Note for redemption in accordance with said notice, such Subordinated Note will be paid by the Company at the

Redemption Price, together with any accrued and unpaid interest and Additional Interest, if any, thereon to but excluding the Redemption

Date; provided, however, that installments of interest on Subordinated Notes whose Stated Maturity is on or prior to the Redemption Date

will be payable to the Holders of such Subordinated Notes registered as such at the close of business on the Regular Record Dates therefor

according to their terms and the provisions of Section 2.10.

any Subordinated Note called for redemption will not be so paid upon surrender thereof for redemption, the principal, until paid, will

bear interest from the Redemption Date at the rate prescribed therefor in the Subordinated Note or, if no rate is prescribed therefor

in the Subordinated Note, at the rate of interest, if any, borne by such Subordinated Note.

notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered

for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption,

all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated

Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption

price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

10.07 Subordinated

Notes Redeemed in Part.

Any

Subordinated Note which is to be redeemed only in part will be surrendered at any office or agency for such Subordinated Note (with,

if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company

and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company will execute and the

Trustee will authenticate and deliver to the Holder of such Subordinated Note without service charge, a new Subordinated Note or Subordinated

Notes, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount

equal to and in exchange for the unredeemed portion of the principal of the Subordinated Note so surrendered. If a Global Subordinated

Note is so surrendered, the Company will execute, and the Trustee will authenticate and deliver to the Depositary for such Global Subordinated

Note as will be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Global Subordinated

Note in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Subordinated Note so surrendered.

Upon

surrender of a Subordinated Note that is redeemed in part, the Company will issue and the Trustee will authenticate for the Holder at

the expense of the Company a new Subordinated Note equal in principal amount to the unredeemed portion of the Subordinated Note surrendered

representing the same indebtedness to the extent not redeemed. Notwithstanding anything in this Indenture to the contrary, only a Company

Order and not an Opinion of Counsel or an Officers’ Certificate of the Company is required for the Trustee to authenticate such

new Subordinated Note.

ARTICLE

SUBORDINATION

OF SECURITIES

11.01 Agreement

to Subordinate.

The

Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Subordinated Notes by the Holder’s acceptance

thereof, likewise covenants and agrees, that the payment of the principal of and interest on each and all of the Subordinated Notes is

and will be expressly subordinated in right of payment to the prior payment in full of all Senior Indebtedness.

11.02 Distribution

of Assets.

(1)

Upon any distribution of assets of the Company upon any termination, winding up, liquidation or reorganization of the Company, whether

in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other

marshalling of the assets and liabilities of the Company or otherwise (subject to the power of a court of competent jurisdiction to make

other equitable provision reflecting the rights conferred upon the Senior Indebtedness and the holders thereof with respect to the Subordinated

Notes and the Holders thereof by a lawful plan of reorganization under applicable Bankruptcy Laws):

(a)

holders of all Senior Indebtedness will first be entitled to receive payment in full in accordance with the terms of such Senior Indebtedness

of the principal thereof, premium, if any, and the interest due thereon (including interest accruing subsequent to the commencement of

any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency or similar law now or

hereafter in effect) before the Holders of the Subordinated Notes are entitled to receive any payment upon the principal of or interest

on indebtedness evidenced by the Subordinated Notes;

(b)

any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the

Holders would be entitled except for the provisions of this Article XI, including any such payment or distribution that may be payable

or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Subordinated

Notes, will be paid by the liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy,

a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives

or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been

issued, in accordance with the priorities then existing among holders of Senior Indebtedness for payment of the aggregate amounts remaining

unpaid on account of the principal, premium, if any, and interest (including interest accruing subsequent to the commencement of any

proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency or similar law now or hereafter

in effect) on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness

remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; it being

understood that if the Holders fail to file a proper claim in the form required by any proceeding referred to in this Section 11.02(1)(b)

prior to 30 days before the expiration of the time to file such claim or claims, then the holders of Senior Indebtedness are hereby authorized

to file an appropriate claim or claims for and on behalf of the Holders, in the form required in any such proceeding; and

(c)

in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether

in cash, property or securities, including any such payment or distribution that may be payable or deliverable by reason of the payment

of any other indebtedness of the Company being subordinate to the payment of the Subordinated Notes will be received by the Trustee or

the Holders before all Senior Indebtedness is paid in full, such payment or distribution will be paid over to the trustee in bankruptcy,

receiver, liquidating trustee, custodian, assignee, agent or other Person making payment of assets of the Company for all Senior Indebtedness

remaining unpaid until all such Senior Indebtedness will have been paid in full, after giving effect to any concurrent payment or distribution

to the holders of such Senior Indebtedness,

(2)

Subject to the payment in full of all Senior Indebtedness, the Holders will be subrogated to the rights of the holders of Senior Indebtedness

to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal

of and interest on the Subordinated Notes will be paid in full and no such payments or distributions to holders of such Senior Indebtedness

to which the Holders would be entitled except for the provisions hereof of cash, property or securities otherwise distributable to the

holders of Senior Indebtedness will, as between the Company, its creditors, other than the holders of Senior Indebtedness, and the Holders,

be deemed to be a payment by the Company to or on account of the Senior Indebtedness. It is understood that the provisions of this Article

XI are intended solely for the purpose of defining the relative rights of the Holders of the Subordinated Notes, on the one hand, and

the holders of Senior Indebtedness, on the other hand. Nothing contained in this Article XI or elsewhere in this Indenture or any supplemental

indenture issued in accordance with Article VIII of this Indenture or in the Subordinated Notes is intended to or will impair, as between

the Company, its creditors, other than the holders of Senior Indebtedness, and the Holders, the obligation of the Company, which is unconditional

and absolute, to pay to the Holders the principal of and interest on the Subordinated Notes as and when the same will become due and

payable in accordance with their terms or to affect the relative rights of the Holders and creditors of the Company, other than the holders

of the Senior Indebtedness, nor, except as otherwise expressly provided in this Indenture and the Subordinated Notes with respect to

the limitation on the rights of the Trustee and the Holders, to accelerate the maturity of the Subordinated Notes and pursue remedies

upon such an acceleration, will anything herein or in the Subordinated Notes prevent the Trustee or any Holder from exercising all remedies

otherwise permitted by applicable law upon any Event of Default under the Indenture occurring, subject to the rights, if any, under this

Article XI of the holders of Senior Indebtedness, in respect of cash, property or securities of the Company received upon the exercise

of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XI, the Trustee and the Holders

will be entitled to rely upon any order or decree of a court of competent jurisdiction in which such termination, winding up, liquidation

or reorganization proceeding is pending or upon a certificate of the liquidating trustee or agent or other Person making any distribution

to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders

of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or

distributed thereon and all other facts pertinent thereto or to this Article XI. In the absence of any such liquidating trustee, agent

or other person, the Trustee will be entitled to rely upon a written notice by a Person representing itself to be a holder of Senior

Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness

(or is such a trustee or representative). If the Trustee determines, in good faith, that further evidence is required with respect to

the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or distribution in accordance with this Article

XI, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior

Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution,

and as to other facts pertinent to the rights of such Person under this Article XI, and if such evidence is not furnished, the Trustee

may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

With

respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations

as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness

will be read into this Indenture against the Trustee. The Trustee, however, will not be deemed to owe any fiduciary duty to the holders

of Senior Indebtedness by reason of the execution of this Indenture, or any other supplemental indenture entered into in accordance with

Article VIII of this Indenture, and will not be liable to any such holders if it will in good faith mistakenly pay over or distribute

to or on behalf of the Holders or the Company moneys or assets to which any holders of Senior Indebtedness will be entitled by virtue

of this Article XI or otherwise.

11.03 Default

With Respect to Senior Indebtedness.

the event and during the continuation of any default in the payment of principal of, or premium, if any, or interest on, any Senior Indebtedness,

beyond any applicable grace period, or if any event of default with respect to any Senior Indebtedness will have occurred and be continuing,

or would occur as a result of the payment referred to hereinafter, permitting the holders of such Senior Indebtedness (or a trustee on

behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until such default or event of default will have

been cured or waived or will have ceased to exist, no payment of principal of or interest on the Subordinated Notes, or in respect of

any retirement, purchase or other acquisition of any of the Subordinated Notes, will be made by the Company.

11.04 No

Impairment.

Nothing

contained in this Indenture, any other supplemental indenture entered into in accordance with Article VIII of this Indenture, or in any

of the Subordinated Notes will: (i) impair, as between the Company and the Holders, the obligations of the Company to make, or prevent

the Company from making, at any time except as provided in Section 11.02 and Section 11.03, payments of principal of, or interest (including

interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable

bankruptcy, insolvency, or similar law now or hereafter in effect) on, the Subordinated Notes, as and when the same will become due and

payable in accordance with the terms of the Subordinated Notes; (ii) affect the relative rights of the Holders and creditors of the Company

other than the holders of the Senior Indebtedness; (iii) except as otherwise expressly provided in this Indenture and the Subordinated

Notes with respect to the limitation on the rights of the Trustee and the Holders, to accelerate the maturity of the Subordinated Notes

and pursue remedies upon such an acceleration, prevent the Holder of any Subordinated Notes or the Trustee from exercising all remedies

otherwise permitted by applicable law upon default thereunder, subject to the rights, if any, under this Article XI of the holders of

Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of such remedy; or (iv) prevent

the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder to the payment of or on account of the principal

of, or interest on, the Subordinated Notes or prevent the receipt by the Trustee or any Paying Agent of such moneys, if, prior to the

third Business Day prior to such deposit, the Trustee or such Paying Agent did not have written notice of any event prohibiting the making

of such deposit by the Company.

11.05 Effectuation

of Subordination Provisions.

Each

Holder by his acceptance of any Subordinated Notes authorizes and expressly directs the Trustee on such Holder’s behalf to take

such action as may be necessary or appropriate to effectuate the Subordination Provisions, and appoints the Trustee such Holder’s

attorney-in-fact for such purposes, including, in the event of any termination, winding up, liquidation or reorganization of the Company

(whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors

by the Company, a marshalling of the assets and liabilities of the Company or otherwise) tending toward the liquidation of the property

and assets of the Company, the filing of a claim for the unpaid balance of the Subordinated Notes in the form required in those proceedings.

11.06 Notice

to Trustee.

The

Company will give prompt written notice to the Trustee of any fact known to the Company that would prohibit the Company from making any

payment to or by the Trustee in respect of the Subordinated Notes in accordance with the provisions of this Article XI. The Trustee will

not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of any

other facts that would prohibit the making of any payment to or by the Trustee or any Paying Agent unless and until the Trustee will

have received notice in writing at its Corporate Trust Office to that effect signed by an Authorized Officer, or by a holder of Senior

Indebtedness or a trustee or agent thereof; and prior to the receipt of any such written notice, the Trustee will, subject to Article

V of this Indenture, be entitled to assume that no such facts exist; provided that, if the Trustee will not have received the notice

provided for in this Section 11.06 at least two Business Days prior to the date upon which, by the terms of this Indenture, any monies

will become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Subordinated Note),

then, notwithstanding anything herein to the contrary, the Trustee will have full power and authority to receive any monies from the

Company and to apply the same to the purpose for which they were received, and will not be affected by any notice to the contrary that

may be received by it on or after such prior date except for an acceleration of the Subordinated Notes prior to such application. The

foregoing will not apply if the Paying Agent is the Company. The Trustee will be entitled to rely on the delivery to it of a written

notice by a Person representing himself or itself to be a holder of any Senior Indebtedness (or a trustee on behalf of, or agent of,

such holder) to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or agent on behalf of

any such holder.

the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder

of Senior Indebtedness to participate in any payment or distribution in accordance with this Article XI, the Trustee may request such

Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person,

the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights

of such Person under this Article XI and, if such evidence is not furnished to the Trustee, the Trustee may defer any payment to such

Person pending such evidence being furnished to the Trustee or a judicial determination that such Person has the right to receive such

payment.

11.07 Trustee

Knowledge of Senior Indebtedness.

Notwithstanding

the provisions of this Article XI or any other provisions of this Indenture or any other supplemental indenture issued in accordance

with Article VIII of this Indenture, neither the Trustee nor any Paying Agent will be charged with knowledge of the existence of any

Senior Indebtedness or of any event that would prohibit the making of any payment of moneys to or by the Trustee or such Paying Agent,

unless and until a Responsible Officer of the Trustee or such Paying Agent will have received written notice thereof from the Company

or from the holder of any Senior Indebtedness or from the representative of any such holder.

11.08 Senior

Indebtedness to Trustee.

The

Trustee will be entitled to all of the rights set forth in this Article XI in respect of any Senior Indebtedness at any time held by

it in its individual capacity to the same extent as any other holder of such Senior Indebtedness, and nothing in this Indenture or any

other supplemental indenture issued in accordance with Article VIII of this Indenture will be construed to deprive the Trustee of any

of its rights as such holder.

11.09 Subordination

Not Applicable to Trustee Compensation.

Nothing

contained in this Article XI will apply to the claims of, or payments to, the Trustee under Section 5.07 of this Indenture.

The

Trustee hereby accepts the trusts in this Indenture upon the terms and conditions set forth herein.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly signed as of the date first written above.

OPTIMUMBANK HOLDINGS, INC.

By:

/s/ Moishe Gubin

Name:

Moishe Gubin

Title:

Chairman and Chief Executive Officer

[Signature

Page to Indenture]

UMB BANK, NATIONAL ASSOCIATION,

As Trustee

By:

/s/ James Henry

Name:

James Henry

Title:

Vice President

[Signature

Page to Indenture]

EXHIBIT

A-l

FORM

OF DEFINITIVE SUBORDINATED NOTE

OPTIMUMBANK

HOLDINGS, INC.

7.50%

FIXED-TO-FLOATING RATE Subordinated Note due 2036

[THE

SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND

IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON

THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON

THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D

UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING,

IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).]

THIS

SECURITY AND THE OBLIGATIONS OF THE COMPANY (AS DEFINED HEREIN) AS EVIDENCED BY THIS SUBORDINATED NOTE (1) ARE NOT DEPOSITS WITH OR HELD

BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL

DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND AND (2) ARE SUBORDINATE IN THE RIGHT OF PAYMENT TO ALL SENIOR INDEBTEDNESS

(AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).

CERTAIN

ERISA CONSIDERATIONS:

THE

HOLDER OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT

IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT

INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE

“CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF

ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED

NOTE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF

LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING

OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT

TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED

BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION

4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLANS, OR ANY OTHER PERSON

OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR 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 ANY 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.

A-1-1

No. 2026-[●]

AI CUSIP / ISIN:

68401P AB2 / US68401PAB22

QIB CUSIP / ISIN: 68401P AA4

/ US68401PAB49

OPTIMUMBANK

HOLDINGS, INC.

7.50%

FIXED-TO-FLOATING RATE Subordinated Note due 2036

Indenture;

Holders. This Subordinated Note is one of a duly authorized issue of notes of OptimumBank Holdings, Inc., a Florida corporation and

a bank holding company (the “Company”), designated as the “7.50% Fixed-to-Floating Rate Subordinated Notes due 2036”

(the “Subordinated Notes”) in an aggregate principal amount of $35,000,000 and initially issued on August 19, 2026. The Company

has issued this Subordinated Note under that certain Indenture dated as of August 19, 2026, as the same may be amended or supplemented

from time to time (“Indenture”), between the Company and UMB Bank, National Association, as Trustee (the “Trustee”).

All capitalized terms not otherwise defined in this Subordinated Note will have the meanings assigned to them in the Indenture. The terms

of this Subordinated Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture

Act of 1939, as amended (the “Trust Indenture Act”). This Subordinated Note is subject to all such terms, and the Holder

(as defined below) is referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision

of this Subordinated Note irreconcilably conflicts with the express provisions of the Indenture, the provisions of the Indenture will

govern and be controlling.

Payment. The Company, for value received, promises to pay to [●], the principal sum of [●] DOLLARS (U.S.) ($[●]),

plus accrued but unpaid interest on September 1, 2036 (the “Stated Maturity Date”), unless redeemed prior to such date, and

to pay interest thereon (i) from, and including, August 19, 2026, to, but excluding, September 1, 2031, unless redeemed prior to such

date, at a rate of 7.50% per annum, semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2027 (each

such date, a “Fixed Rate Interest Payment Date,” with the period from, and including August 19, 2026 to, but excluding, the

first Fixed Rate Interest Payment Date and each successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding,

the next Fixed Rate Interest Payment Date being a “Fixed Rate Period”), and (ii) from, and including, September 1, 2031 to,

but excluding, the Stated Maturity Date, unless redeemed prior to the Stated Maturity Date, at a rate equal to Three-Month Term SOFR,

reset quarterly, plus 340 basis points, or such other rate as determined pursuant to the Indenture, payable quarterly in arrears on March

1, June 1, September 1, and December 1, of each year through the Stated Maturity Date or earlier Redemption Date (each, a “Floating

Rate Interest Payment Date” and, together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates,”

with the period from, and including, September 1, 2031 to, but excluding, the first Floating Rate Interest Payment Date and each successive

period from, and including a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being

a “Floating Rate Period”). The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period

will be computed on the basis of a 360-day year consisting of twelve 30-day months up to, but excluding September 1, 2031, and, the amount

of interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day

year and the number of days actually elapsed. In the event that any scheduled Interest Payment Date for this Subordinated Note falls

on a day that is not a Business Day, then payment of interest payable on such Interest Payment Date will be paid on the next succeeding

day which is a Business Day (any payment made on such date will be treated as being made on the date that the payment was first due and

no interest on such payment will accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event

that any scheduled Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day

falls in the next succeeding calendar month, such Floating Rate Interest Payment Date will be accelerated to the immediately preceding

Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such

Business Day. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the

nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%. The Company will pay all Additional Interest

(as defined in the Indenture), if any, on the dates and in the amounts set forth in the Registration Rights Agreement (as defined in

the Indenture).

A-1-2

The

Company will pay interest on this Subordinated Note to the Person who is the registered Holder at the close of business on the fifteenth

day (whether or not a Business Day) prior to the applicable Interest Payment Date, except as provided in Section 2.10 of the Indenture

with respect to Defaulted Interest. This Subordinated Note will be payable as to principal and interest at the office or agency of the

Paying Agent, or, at the option of the Company, payment of interest may be made by check delivered to the Holder at its address set forth

in the Subordinated Note Register or by transfer to an account maintained with a bank located in the United States and appropriately

designated by the Person entitled to payment; provided, that the Paying Agent will have received written notice of such account

designation at least five Business Days prior to the date of such payment (subject to surrender of this Subordinated Note in the case

of a payment of interest at Stated Maturity).

Paying Agent and Registrar. The Trustee will act as the initial Paying Agent and Registrar through its offices presently located

in 5555 San Felipe Street, Suite 870, Houston, Texas 77056. The Company may change any Paying Agent or Registrar without notice to any

Holder. The Company or any of its Subsidiaries may act in any such capacity,

Subordination. The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof and interest

thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to obligations of

the Company constituting the Senior Indebtedness (as defined in the Indenture) on the terms and subject to the terms and conditions as

provided and set forth in Article XI of the Indenture and will rank pari passu in right of payment with all other Subordinated

Notes. Holder, by the acceptance of this Subordinated Note, agrees to and will be bound by such provisions of the Indenture and authorizes

and directs the Trustee on its behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.

Redemption.

The Company may, at its option, at any time on or after September 1, 2031, redeem this Subordinated Note, in whole or in part, without

premium or penalty, but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may redeem all,

but not a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, a Tax Event or an Investment

Company Event. Any redemption of this Subordinated Note shall be subject to the prior approval of the Board of Governors of the Federal

Reserve System (or its designee) or any successor agency, and any other bank regulatory agency, to the extent such approval shall then

be required by law. This Subordinated Note is not subject to redemption at the option of the Holder. The Redemption Price with respect

to any redemption permitted under this Indenture will be equal to 100% of the principal amount of this Subordinated Note, or portion

thereof, to be redeemed, plus accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the Redemption

Date.

A-1-3

all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the

capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, Company

will immediately notify the Trustee and the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee

and the Holders execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations

evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that the foregoing shall not limit the Company’s

right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event.

If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i) a new 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

Holder. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of every Subordinated Note held

by every Holder shall be redeemed.

If notice of redemption has been duly given and notwithstanding that any Subordinated Notes so called for redemption have not been surrendered

for cancellation, on and after the Redemption Date interest shall cease to accrue on all Subordinated Notes so called for redemption,

all Subordinated Notes so called for redemption shall no longer be deemed outstanding and all rights with respect to such Subordinated

Notes shall forthwith on such Redemption Date cease and terminate (unless the Company shall default in the payment of the redemption

price), except only the right of the Holder thereof to receive the amount payable on such redemption, without interest.

Any notice of redemption provided to the Holders of the Notes may be conditional in the Company’s discretion, and the Company may

delay the Redemption Date until such time as any or all of such conditions have been satisfied or revoked by the Company if it determines

that such conditions will not be satisfied. The Company will provide written notice to the Trustee prior to the close of business two

Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee) if any such redemption has been

rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes in the same manner in which the

notice of redemption was given.

A-1-4

Events of Default; Acceleration. An “Event of Default” means any one of the events described in Section 4.01 of the

Indenture. If an Event of Default described in Section 4.01(1), 4.01(2) or 4.01(3) of the Indenture occurs, then the principal amount

of all of the Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding Subordinated Notes will become

and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holder, and the Company waives

demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing, because

the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default

described in Section 4.01(1), 4.01(2) or 4.01(3) of the Indenture, neither the Trustee nor the Holder may accelerate the Stated Maturity

of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due

and payable. If any Event of Default occurs and is continuing, the Trustee may also pursue any other available remedy to collect the

payment of principal of, and interest on, the Subordinated Notes then due and payable or to enforce the performance of any provision

of the Subordinated Notes or the Indenture.

Failure to Make Payments. If the Company fails to make any payment of interest on this Subordinated Note when such interest becomes

due and payable and such default continues for a period of 30 days, or if the Company fails to make any payment of the principal of this

Subordinated Note when such principal becomes due and payable, the Company will, upon demand of the Trustee, pay to the Trustee, for

the benefit of the Holder, the whole amount then due and payable with respect to this Subordinated Note, with interest upon the overdue

principal, any premium and, to the extent permitted by applicable law, upon any overdue installments of interest at the rate or respective

rates, as the case may be, provided for or with respect to this Subordinated Note or, if no such rate or rates are so provided, at the

rate or respective rates, as the case may be, of interest borne by this Subordinated Note.