Subordinated Note Purchase Agreement Sample Contracts

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • September 25th, 2023 • Meridian Corp • National commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 22, 2023, and is made by and among Meridian Corporation, a Pennsylvania corporation (the “Company”), and the purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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COMMUNITY SHORES LLC SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • August 13th, 2004 • Community Shores Bank Corp • State commercial banks • Michigan
AND
Subordinated Note Purchase Agreement • November 7th, 2005 • Clayton Holdings Inc • Massachusetts
Contract
Subordinated Note Purchase Agreement • March 14th, 2022 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • New York
Certain information (indicated by [***]) has been omitted from this exhibit because it is both (i) not material and (ii) is of the type that the registrant treats as private or confidential. SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • March 4th, 2022 • Guaranty Bancshares Inc /Tx/ • National commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 4, 2022, and is made by and between Guaranty Bancshares, Inc., a Texas corporation (the “Company”), and the purchaser of the Subordinated Note (as defined herein) identified on the signature page hereto (the “Purchaser” and together with any other purchasers of the Subordinated Notes hereunder, the “Purchasers”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • August 2nd, 2021 • Farmers & Merchants Bancorp Inc • Savings institution, federally chartered • Ohio

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 30, 2021, and is made by and among Farmers & Merchants Bancorp, Inc., an Ohio corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • October 27th, 2022 • Southern States Bancshares, Inc. • State commercial banks • New York
SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • August 18th, 2022 • QCR Holdings Inc • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 18, 2022, and is made by and among QCR Holdings, Inc., a Delaware corporation (“Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • August 18th, 2022 • QCR Holdings Inc • State commercial banks • Illinois

This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of August 18, 2022 (this “Agreement”), is made by and among QCR Holdings, Inc., a Delaware corporation (the “Company”), and [●] (“Purchaser”).

TCPL SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • August 12th, 2016 • TransCanada Trust • Natural gas transmission • Ontario

The purpose of this letter agreement (the “Agreement”) is to confirm the terms under which TransCanada Trust (the “Trust”) has agreed to purchase and TransCanada PipeLines Limited (“TCPL”) has agreed to issue and sell to the Trust, junior subordinated notes in the principal amount of $1,200,000,000 (the “TCPL Sub Notes”) in United States Dollars. The TCPL Sub Notes are issued under a trust indenture dated as of May 20, 2015, as supplemented by a supplemental indenture dated as of August 11, 2016, in each case between TCPL and Computershare Trust Company of Canada (as so supplemented, the “Indenture”) and have the rights and entitlements described therein.

Contract
Subordinated Note Purchase Agreement • May 6th, 2019 • Tectonic Financial, Inc. • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of July 17, 2017 (this “Agreement”), is by and among T Bancshares, Inc., a Texas corporation (the “Company”), and each purchaser named on Schedule A (each, a “Purchaser,” and together, “Purchasers”).

AND
Subordinated Note Purchase Agreement • May 22nd, 2000 • Castle Dental Centers Inc • Services-nursing & personal care facilities • Illinois
SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • May 1st, 2018 • First Bancshares Inc /MS/ • National commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 30, 2018, and is made by and among The First Bancshares, Inc., a Mississippi corporation (“Company”), and the several purchasers of the Subordinated Notes (each a “Purchaser” and collectively, the “Purchasers”).

FIRST AMENDMENT TO SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • December 17th, 2013 • Transport America, Inc. • Trucking (no local) • Minnesota

This FIRST AMENDMENT TO SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”), is entered into as of July 26, 2013, by and between PATRIOT HOLDING CORP., a Minnesota corporation (“Issuer”) and Marathon Fund Limited Partnership V, a Delaware limited partnership, (“Purchaser”).

FORM OF SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of March 17, 2020 by and among FIRST WESTERN FINANCIAL, INC. and THE PURCHASERS NAMED HEREIN
Subordinated Note Purchase Agreement • March 17th, 2020 • First Western Financial Inc • State commercial banks

This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of March 17, 2020 (this “Agreement”), is by and among First Western Financial, Inc., a Colorado corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • October 14th, 2020 • FVCBankcorp, Inc. • State commercial banks • Virginia

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 13, 2020, and is made by and among FVCBankcorp, Inc., a Virginia corporation (“Company”), and the purchaser of the Subordinated Note (as defined herein) identified on the signature page hereto (the “Purchaser”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • January 24th, 2017 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia

This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of January 20, 2017 (this “Agreement”), is by and among Southern National Bancorp of Virginia, Inc., a Virginia corporation (the “Company”), and each purchaser named on Schedule A (each, a “Purchaser,” and together, “Purchasers”).

EXHIBIT 10.10 IMAGING TECHNOLOGIES CORPORATION SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • November 16th, 1998 • Imaging Technologies Corp/Ca • Wholesale-computers & peripheral equipment & software • New York
Contract
Subordinated Note Purchase Agreement • December 17th, 2013 • Transport America, Inc. • Trucking (no local) • Minnesota

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF AS OF JANUARY 12, 2011, BY AND AMONG MARATHON FUND LIMITED PARTNERSHIP V, THE “SUBORDINATED CREDITOR” THEREUNDER, AND BANK OF AMERICA, N.A., AS AGENT FOR THE SENIOR CREDITORS (AS DEFINED THEREIN) (IN SUCH CAPACITY, THE “SENIOR CREDITOR AGENT”), AND ACKNOWLEDGED AND AGREED TO BY PATRIOT HOLDING CORP., A MINNESOTA CORPORATION, TRANSPORT CORPORATION OF AMERICA, INC., A MINNESOTA CORPORATION, SOUTHERN CAL TRANSPORT, INC., AN ALABAMA CORPORATION, AND EACH OTHER LOAN PARTY (AS DEFINED THEREIN); AND EACH HOLDER OF THIS AGREEMENT, BY ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT.

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • March 10th, 2015 • DNB Financial Corp /Pa/ • National commercial banks • Pennsylvania

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 5, 2015, and is made by and between DNB Financial Corporation (the “Issuer”), and Jersey Shore State Bank (the “Noteholder”). Capitalized terms that are not otherwise defined shall have the meanings set forth in Section 1 hereof.

FORM OF SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • June 19th, 2018 • First Western Financial Inc • State commercial banks • Colorado

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of , 2016 and is made by and between First Western Financial, Inc., a Colorado corporation (the “Company”), and the investor named on the signature page hereto (the “Investor”).

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SUBORDINATED NOTE PURCHASE AGREEMENT DATED AS OF MARCH 29, 2010 BY AND AMONG HCSB FINANCIAL CORPORATION AND THE PURCHASERS NAMED HEREIN
Subordinated Note Purchase Agreement • April 23rd, 2010 • HCSB Financial Corp • Savings institution, federally chartered • South Carolina

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 29, 2010, and entered into by and among HCSB Financial Corporation, a South Carolina corporation (the “Company”), and the purchasers listed on Exhibit A hereto (the “Initial Purchaser”) and any subsequent purchaser (a “Subsequent Purchaser”) who executes a counterpart of this Agreement that is accepted by the Company (each Initial Purchaser and any Subsequent Purchaser is referred to herein as a “Purchaser” and collectively, as the “Purchasers”). Capitalized terms that are not otherwise defined shall have the meanings set forth in Section 11 hereof.

SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • August 2nd, 2006 • Rand Logistics, Inc. • Water transportation • New York
SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • February 8th, 2008 • Brookside Technology Holdings, Corp. • Communications services, nec • Florida

This SUBORDINATED NOTE PURCHASE AGREEMENT dated as of August 30, 2007 (this “Agreement”) by and among Brookside Technology Holding Corp., a Florida corporation (the “Company”), and Dynamic Decisions Growth Premium and Dynamic Decisions Strategic Opportunities (collectively, the “Purchaser”).

SUBORDINATED NOTE PURCHASE AGREEMENT $2.0 Million Subordinated Promissory Notes
Subordinated Note Purchase Agreement • October 15th, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas

This Subordinated Note Purchase Agreement (this “Agreement”), dated as of September 27, 2020, is entered into by and among Third Coast Bancshares, Inc., a Texas corporation (the “Company”), and Carl A. Davis (the “Purchaser’’).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • August 5th, 2020 • Franklin Financial Services Corp /Pa/ • State commercial banks • Pennsylvania

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 4, 2020 and is made by and among Franklin Financial Services Corporation, a Pennsylvania corporation (“the Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of March 26, 2021 by and among BUSINESS FIRST BANCSHARES, INC. and THE PURCHASERS NAMED HEREIN
Subordinated Note Purchase Agreement • March 26th, 2021 • Business First Bancshares, Inc. • State commercial banks

This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of March 26, 2021 (this “Agreement”), is by and among Business First Bancshares, Inc., a Louisiana corporation (the “Company”), and the several purchasers of the Notes (each a “Purchaser” and, collectively, the “Purchasers”).

SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of October 20, 2009
Subordinated Note Purchase Agreement • March 1st, 2011 • People's United Financial, Inc. • Savings institution, federally chartered • Massachusetts

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 20, 2009 and is made by and among RIVER BANK (“Borrower”) and COMMERCE BANK & TRUST COMPANY (the “Lender”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • July 23rd, 2020 • County Bancorp, Inc. • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 21, 2020, and is made by and between County Bancorp, Inc., a Wisconsin corporation (“Company”), and the purchaser of the Subordinated Notes identified on the signature page hereto (the “Purchaser”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • December 4th, 2020 • Capital Bancorp Inc • National commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 30, 2020, and is made by and among Capital Bancorp, Inc., a Maryland corporation (the “Company”), and the purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • June 1st, 2021 • HV Bancorp, Inc. • State commercial banks • Pennsylvania

This SUBORDINATED NOTE PURCHASE AGREEMENT (the “Agreement”) is dated as of May 28, 2021, and is made by and between HV Bancorp, Inc. (“Company”), and Fulton Bank, N.A. (the “Noteholder”). Capitalized terms that are not otherwise defined shall have the meanings set forth in Section 1 hereof.

AMENDMENT NO. 4 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • May 12th, 2011 • International Textile Group Inc • Textile mill products • New York

This AMENDMENT NO. 4 TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment) is dated as of March 16, 2011 by and among INTERNATIONAL TEXTILE GROUP, INC., a Delaware corporation (the “Company”) and the Purchasers signatory hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Note Purchase Agreement (as hereinafter defined).

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