VersaBank

Execution Version

5.00% Fixed to Floating Rate Subordinated Notes due 2031 (Non-Viability Contingent Capital (NVCC))

INDENTURE

Dated as of April 30, 2021

THE BANK OF NEW YORK MELLON, as Trustee BNY TRUST COMPANY OF CANADA, as Canadian Co-Trustee

PAGE

ARTICLE 1

INTERPRETATION

Section 1.01. Definitions .................................................................................................1 Section 1.02. Number and Gender ................................................................................11 Section 1.03. Headings, Etc ..........................................................................................11 Section 1.04. Applicable Law .......................................................................................11 Section 1.05. Invalidity, Etc. of Provisions ...................................................................11 Section 1.06. Day Not a Business Day .........................................................................11 Section 1.07. Statute References ...................................................................................11 Section 1.08. Benefits of Indenture ...............................................................................11 Section 1.09. Submission to Jurisdiction and Venue ....................................................11 Section 1.10. Acts of Holders ........................................................................................12 Section 1.11. Waiver of Jury Trial ................................................................................12

ARTICLE 2

NOTES

Section 2.01. Issuance of Notes ....................................................................................12 Section 2.02. Subordinated Indebtedness .....................................................................13 Section 2.03. Terms of Notes ........................................................................................14 Section 2.04. Form and Dating ....................................................................................14 Section 2.05. Execution and Authentication .................................................................15 Section 2.06. Registrar and Paying Agent ....................................................................16 Section 2.07. Paying Agent to Hold Money in Trust ....................................................17 Section 2.08. Holder Lists .............................................................................................17 Section 2.09. Transfer and Exchange ...........................................................................17 Section 2.10. Replacement Notes ..................................................................................31 Section 2.11. Outstanding Notes ...................................................................................32 Section 2.12. Temporary Notes .....................................................................................32 Section 2.13. Cancellation ............................................................................................32 Section 2.14. Defaulted Interest ...................................................................................33 Section 2.15. CUSIP Numbers ......................................................................................33 Section 2.16. Calculations ............................................................................................33 Section 2.17. Payment of Principal and Interest ..........................................................34 Section 2.18. Notes to Rank Pari Passu .......................................................................35

ARTICLE 3

CONVERSION INTO COMMON SHARES UPON A TRIGGER EVENT

Section 3.01. NVCC Automatic Conversion .................................................................35 Section 3.02. Conversion Rate ......................................................................................35

Section 3.03. Time of NVCC Automatic Conversion ....................................................35 Section 3.04. Right Not to Deliver Common Shares .....................................................35 Section 3.05. Fractional Shares ...................................................................................36 Section 3.06. Recapitalizations, Reclassifications and Changes in Common Shares ..36 Section 3.07. Adjustments .............................................................................................36 Section 3.08. General ...................................................................................................38

ARTICLE 4

REDEMPTION

Section 4.01. Optional Redemption ..............................................................................38 Section 4.02. Places of Payments .................................................................................39 Section 4.03. Partial Redemption .................................................................................39 Section 4.04. Notice of Redemption ..............................................................................39 Section 4.05. Payment of Redemption Price .................................................................39 Section 4.06. Cancellation of Retired Notes .................................................................40

ARTICLE 5

OPTIONAL PURCHASE OF NOTES

Section 5.01. Purchase of Notes ...................................................................................40

ARTICLE 6

COVENANTS OF THE BANK

Section 6.01. To Pay Principal and Interest .................................................................40 Section 6.02. To Preserve Status ..................................................................................40 Section 6.03. To Carry on Business ..............................................................................40 Section 6.04. Books and Records ..................................................................................40 Section 6.05. Observe and Perform Covenants ............................................................41 Section 6.06. Trustee’s Remuneration and Expenses ...................................................41 Section 6.07. Not to Extend Time for Payment of Interest or Principal .......................41 Section 6.08. Trustee May Perform Covenants ............................................................41 Section 6.09. Trustee Appointed Attorney ....................................................................41 Section 6.10. Trustee Given Notice of Default .............................................................42 Section 6.11. Sanctions .................................................................................................42

ARTICLE 7

DEFAULTS AND ENFORCEMENT

Section 7.01. Events of Default .....................................................................................42 Section 7.02. Notice of Events of Default .....................................................................42 Section 7.03. Acceleration on Default ..........................................................................43 Section 7.04. Waiver of Default ....................................................................................43 Section 7.05. Enforcement by the Trustee ....................................................................44 Section 7.06. Suits by Note Holders .............................................................................45 Section 7.07. Application of Moneys by Trustee ..........................................................45 Section 7.08. Distribution of Proceeds .........................................................................46

Section 7.09. Remedies Cumulative ..............................................................................47 Section 7.10. Immunity of Shareholders, Etc ................................................................47 Section 7.11. Judgment Against the Bank .....................................................................47 Section 7.12. Limitation of Liability .............................................................................47

ARTICLE 8

SATISFACTION AND DISCHARGE

Section 8.01. Satisfaction and Discharge of Indenture ................................................47 Section 8.02. Application of Trust Money ....................................................................48

ARTICLE 9

SUCCESSORS

Section 9.01. Certain Requirements .............................................................................49 Section 9.02. Vesting of Powers in Successor ..............................................................50

ARTICLE 10

AMENDMENTS

Section 10.01. Without Consent of Holders ..................................................................50 Section 10.02. Supplemental Indentures with Consent of Holders ...............................51 Section 10.03. Execution of Supplemental Indentures .................................................51 Section 10.04. Effect of Supplemental Indentures ........................................................52 Section 10.05. Conformity with Trust Indenture Legislation .......................................52 Section 10.06. Reference in Notes to Supplemental Indentures ...................................52

ARTICLE 11

NOTICES

Section 11.01. Notice to Bank .......................................................................................52 Section 11.02. Notice to Note Holders .........................................................................52 Section 11.03. Notice to Trustee ...................................................................................53 Section 11.04. Postal Disruption ..................................................................................53 Section 11.05. Electronic Communications ..................................................................53

ARTICLE 12

CONCERNING THE TRUSTEE

Section 12.01. Trust Indenture Legislation ..................................................................54 Section 12.02. No Conflict of Interest ...........................................................................54 Section 12.03. Duties of the Trustee .............................................................................54 Section 12.04. Reliance Upon Declarations .................................................................54 Section 12.05. Replacement of Trustee .........................................................................55 Section 12.06. Evidence and Authority to the Trustee ..................................................55 Section 12.07. Certificate of the Bank as Evidence ......................................................57 Section 12.08. Experts, Advisers and Agents ................................................................57 Section 12.09. Trustee May Deal in Notes ...................................................................58

iii

Section 12.10. Investment of Funds ..............................................................................58 Section 12.11. Trustee Not Ordinarily Bound ..............................................................59 Section 12.12. Trustee Not Required to Give Security .................................................59 Section 12.13. Trustee Not to be Appointed Receiver ..................................................59 Section 12.14. Conditions Precedent to the Trustee’s Obligations to Act ...................59 Section 12.15. Acceptance of Trust ..............................................................................59 Section 12.16. Limitation of Liability ...........................................................................59 Section 12.17. Indemnity ..............................................................................................60

ARTICLE 13

DEFEASANCE

Section 13.01. Applicability of Article ..........................................................................60 Section 13.02. Legal Defeasance ..................................................................................60 Section 13.03. Covenant Defeasance ...........................................................................62 Section 13.04. Application by Trustee of Funds Deposited for Payment of Notes .......64 Section 13.05. Repayment to the Bank .........................................................................64 Section 13.06. Reinstatement ........................................................................................65

ARTICLE 14

EXECUTION AND FORMAL DATE

Section 14.01. Execution ..............................................................................................65 Section 14.02. Formal Date ..........................................................................................65

EXHIBITS

Exhibit A Form of Note for the Bank’s 5.00% Fixed to Floating Rate Subordinated Notes due 2031 (Non-Viability Contingent Capital (NVCC)) Exhibit B Form of Certificate of Transfer Exhibit C Form of Certificate of Exchange

THIS INDENTURE, dated as of April 30, 2021, is among VersaBank, a Schedule I bank governed by the Bank Act (Canada) (“ Bank ”), The Bank of New York Mellon, as trustee (“ BNYM ”) and BNY Trust Company of Canada, as Canadian co-trustee (in such capacity, together with BNYM, the “ Trustee ”).

WHEREAS, the Bank has duly authorized the creation of an issue of US$75,000,000 aggregate principal amount 5.00% Fixed to Floating Rate Subordinated Notes due 2031 (Non-Viability Contingent Capital (NVCC)) (the “ Initial Notes ”);

WHEREAS, the Bank has duly authorized the execution and delivery of this Indenture; and

NOW, THEREFORE, in consideration of the premises and the purchase of the Notes by the Holders (as defined herein), it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1

INTERPRETATION

Section 1.01. Definitions . In this Indenture and in the Notes unless there is something in the subject matter or context inconsistent therewith or unless otherwise expressly provided, the expressions following shall have the meanings assigned below, namely: “ 144A Global Note ” means a Global Note substantially in the form of Exhibit A bearing the Global Note Legend, the Private Placement Legend and (unless such legend is no longer required by the provisions of this Indenture) the Canadian Legend, that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 144A;

“ Additional Notes ” means any Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.05, as part of the same series as the Initial Notes, to the extent outstanding;

“ Affiliate ” of any specified Person means 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 Note, the rules and procedures of the Depositary, Euroclear or Clearstream that apply to such transfer or exchange;

“ Authorized Newspaper ” means a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place;

“ Bank ” means VersaBank and every successor bank to or of the Bank which shall have complied with Article 9, and all consolidated subsidiaries of the Bank or any such successor bank;

“ Bank Act ” means the Bank Act (Canada) being Chapter 46 of the Statutes of Canada, 1991, and any Act that may be substituted therefor, as the same may be from time to time amended; and reference to a particular section of the Bank Act includes reference to a section of similar effect in any such substituted or amended Act;

“ Bank Request ” or “ Bank Order ” means a written request or order signed in the name of the Bank by the Chairman of the Board, the Vice Chairman, the President or a Vice President of the Bank, and by the Treasurer or Secretary of the Bank, and delivered to the Trustee;

“ beneficial holder ” means a person who holds a beneficial interest in Book-Entry Only Notes as shown on the books of DTC or a Participant;

“ Book-Entry Only Notes ” means Notes issued in book-entry only form;

“ Book-Entry System ” means the record entry security transfer and pledge system known as at the date hereof by the name “ Depository Service ”, which is administered by DTC in accordance with the operating rules and procedures of the securities settlement service of DTC, in force from time to time and any successor system thereof;

“ Business Day ” means any day other than a Saturday or Sunday on which banks generally are open for business in the City of Toronto;

“ Calculation Agent ” means a third-party trustee or financial institution of national standing with experience providing such services, which has been selected by the Bank;

“ Canada Yield Price ” means a price equal to the price for the Notes to be redeemed, calculated on the business day immediately preceding the date on which the Bank gives notice of the redemption of the Notes, to provide an annual yield thereon from the date fixed for redemption to, but excluding May 1, 2026 equal to the GOC Redemption Yield plus 4.06%;

“ Certificate of the Bank ” means a written certificate of the Bank signed in the name of the Bank by any one of its chief executive officer, its chief financial officer, its president, any vice chair, any vice-president of the Bank or a president or vice-president of a division or operating unit of the Bank, together with any one of its corporate secretary, another vice chair or vice-president of the Bank or a president, vice-president,

general manager or assistant general manager of a division or operating unit of the Bank, and may consist of one or more instruments so executed and “ Written Order of the Bank ” shall mean a written order of the Bank signed by such persons;

“ Certified Resolution ” means a copy of a resolution of the Board of Directors of the Bank certified by the corporate secretary or an assistant secretary of the Bank to have been duly passed and to be in full force and effect on the date of such certification;

“ Common Share Reorganization ” means any of (i) the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all holders of Common Shares as a stock dividend, (ii) the subdivision, redivision or change of the Common Shares into a greater number of Common Shares, or (iii) the reduction, combination or consolidation of the Common Shares into a lesser number of Common Shares;

“ Common Shares ” means the common shares of the Bank;

“ Conversion Price ” means the greater of (i) the Current Market Price of the Common Shares, and (ii) the Floor Price;

“ Counsel ” means a barrister or solicitor or firm of barristers or solicitors retained by the Trustee or retained or employed by the Bank and acceptable to the Trustee, acting reasonably;

“ Current Market Price ” of the Common Shares means the volume weighted average trading price of the Common Shares on the TSX, if such shares are then listed on the TSX, for the 10 consecutive trading days ending on the trading day preceding the date of the Trigger Event. If the Common Shares are not then listed on the TSX, for purpose of the foregoing calculation reference shall be made to the principal securities exchange or market on which the Common Shares are then listed or quoted or, if no such trading prices are available, “Current Market Price” shall be the Floor Price;

“ Definitive Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.09 hereof, substantially in the form of Exhibit A, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto;

“ Depositary ” means The Depository Trust Company and such other Person as is designated in writing by the Bank and acceptable to the Trustee to act as depositary in respect of one or more Global Notes;

“ Director ” means a director of the Bank for the time being and “ Directors ” or “ Board of Directors ” means the Board of Directors of the Bank and reference to action by the Directors means action by the Directors of the Bank as a board;

“ dollars ” or “ $ ” means Canadian dollars;

“ DTC ” means The Depository Trust Company (and any successor thereto);

“ Early Redemption Price ” has the meaning ascribed thereto in Section 4.01(b);

“ Electronic Methods ” has the meaning given to it in Section 11.05;

“ Events of Default ” has the meaning ascribed thereto in Section 7.01 and “Event of Default” means any one of them;

“ Extraordinary Resolution ” means a resolution passed by the affirmative vote of the holders of not less than 66 2/3% of the principal amount of the Notes represented and voted at a meeting of holders of Notes which shall have been duly called and held in accordance with the provisions hereof, or contained in any instrument or instruments in writing signed in one or more counterparts by the holders of not less than 66 2/3% of the principal amount of the then outstanding Notes;

“ Floor Price ” means $0.75, subject to adjustment in the event of a Common Share Reorganization;

“ Global Note ” means a Book-Entry Only Note issued and certified hereunder to DTC as contemplated by Section 2.04;

“ Global Notes Legend ” means the legend set forth in Section 2.09(f), which is required to be placed on all Global Notes issued under this Indenture;

“ GOC Redemption Yield ” on any date shall mean the arithmetic average of the interest rates quoted to the Bank by two registered Canadian investment dealers selected by the Bank, and approved by the Trustee, as being the annual yield to maturity on such date, compounded semi-annually, which a non-callable Government of Canada bond would carry if issued, in Canadian dollars in Canada, at 100% of its principal amount on the date of redemption with a maturity date of May 1, 2026;

“ Ineligible Government Holders ” means any person who is the federal or a provincial government in Canada or agent or agency thereof, or the government of a foreign country or any political subdivision of a foreign country, or any agent or agency of a foreign government, in each case to the extent that the recording in the Bank’s securities register of a transfer or issue of any share of the Bank to such person would cause the Bank to contravene the Bank Act;

“ Ineligible Person ” means (i) any person whose address is in, or whom the Bank or its transfer agent has reason to believe is a resident of, any jurisdiction outside of Canada to the extent that the issuance by the Bank of Common Shares or delivery of such shares by its transfer agent to that person, pursuant to an NVCC Automatic Conversion, would require the Bank to take any action to comply with securities, banking or analogous laws of that jurisdiction, or (ii) any person to the extent that the issuance by the Bank of Common Shares or delivery of such shares by its transfer agent to that person, upon an NVCC Automatic Conversion, would cause the Bank to be in violation of any law to which the Bank is subject;

“ Initial Term ” means the period from and including the Issue Date of the Notes to but excluding May 1, 2026;

“ Interest Payment Date ” means (i) during or in respect of the Initial Term, the first day of each of May and November (or if such day is not a Business Day, on the next Business Day thereafter), with the first Interest Payment Date of the Initial Term being November 1, 2021 and the last such Interest Payment Date being May 1, 2026 and (ii) during or in respect of the Quarterly Interest Rate Term, the first day of each of February, May, August and November (or if such day is not a Business Day, on the next Business Day thereafter), with the first Interest Payment Date of the final term being August 1, 2026 and the last Interest Payment Date being the Maturity Date;

“ Issue Date ” means April 30, 2021;

“ Maturity Date ” for any Note means May 1, 2031;

“ Multiplier ” means 1.5;

“ Note Holders ” or “ Holders ” means the persons for the time being entered in the register as holders of Notes;

“ Note Holders’ Request ” means an instrument signed in one or more counterparts by the holder or holders of not less than 25% in principal amount of the Notes outstanding for the time being, requesting the Trustee to take some action or proceeding specified therein;

“ Notes ” means the Notes of the Bank issued and certified or to be issued and certified hereunder from time to time and for the time being outstanding;

“ Note Value ” means the par value of a Note plus accrued and unpaid interest on such Note, expressed in Canadian dollars. For the avoidance of doubt, the “par value” of a Note shall mean the principal amount of the Note. In determining the Note Value of any Note, the par value thereof and any accrued and unpaid interest thereon shall be converted from U.S. dollars into Canadian dollars on the basis of the closing exchange rate between Canadian dollars and U.S. dollars (in Canadian dollars per U.S. dollar) reported by the Bank of Canada on the date immediately preceding the date of the Trigger Event (or if not available on such date, the date on which such closing rate was last available prior to such date.) If such exchange rate is no longer reported by the Bank of Canada, the relevant exchange rate for calculating the Note Value in Canadian dollars shall be the simple average of the closing exchange rates between Canadian dollars and U.S. dollars (in Canadian dollars per U.S. dollar) quoted at approximately 4:00 p.m., New York City time, on such date by three major banks selected by the Bank;

“ NVCC Automatic Conversion ” has the meaning ascribed thereto in Section

3.01;

“ Officers’ Certificate ” of a Person means a certificate signed by any two of the Chairman of the Board, the Vice Chairman, the Chief Executive Officer and/or President,

Chief Financial Officer, Chief Legal Officer or a Vice President of the Person, or if such Person is a partnership, of its general partner, and delivered to the Trustee;

“ Opinion of Counsel ” means a written opinion of legal counsel, who may be an employee of or counsel for the Bank, which opinion shall comply with the provisions of Section 12.06. Such counsel shall be acceptable to the Trustee, whose acceptance shall not be unreasonably withheld;

“ Original Issue Discount Note ” means any Note which provides for an amount less than the stated principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity Date thereof pursuant toSection 7.03;

“ Outstanding ”, when used with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(a) Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(b) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Bank) in trust or set aside and segregated in trust by the Bank (if the Bank shall act as its own Paying Agent) for the Holders of such Notes; provided, however, that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor has been made;

(c) Notes which have been paid pursuant to Section 2.10 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Bank; and

(d) Notes, except to the extent provided in Sections 13.02 and 13.03, with respect to which the Bank has effected defeasance or covenant defeasance as provided in Article 13;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Note that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity Date thereof on such date pursuant to Section 7.03, (B) the principal amount of a Note denominated in one or more currencies or currency units other than U.S. dollars shall be the U.S. dollar equivalent of such currencies or currency units, determined in the manner provided as contemplated by Section 2.01 on the date of original issuance of such Note, of the principal amount (or, in the case of an Original

Issue Discount Note, the U.S. dollar equivalent (as so determined) on the date of original issuance of such Note, of the amount determined as provided in Clause (A) above) of such Note, and (C) Notes owned by the Bank or any other obligor upon the Notes or any Affiliate of the Bank or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee knows to be so owned shall be so disregarded. Notes so owned as described in Clause (C) above which 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 Notes and that the pledgee is not the Bank or any other obligor upon the Notes or any Affiliate of the Bank or of such other obligor;

“ OSFI ” means the Office of the Superintendent of Financial Institutions (Canada);

“ Par Redemption Price ” has the meaning ascribed thereto in Section 4.01(a);

“ Participant ” means a broker, dealer, bank or other financial institution or other person for whom DTC effects book-entry transfers under the Book-Entry System;

“ Person ” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof;

“ Private Placement Legend ” means the legend set forth in Section 2.09(f)(i) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture;

“ Quarterly Interest Period ” means the period from and including each Interest Payment Date commencing May 1, 2026 to but excluding the next succeeding Interest Payment Date;

“ Quarterly Interest Rate Term ” means the period from and including May 1, 2026 to but excluding the Maturity Date;

“ Redemption Date ” has the meaning ascribed thereto in Section 4.04;

“ Redemption Price ” means, as applicable, the Early Redemption Price or the Par Redemption Price;

“ Regulation S Global Note ” means a permanent Global Note substantially in the form of Exhibit A, bearing the Global Note Legend, the Private Placement Legend and (unless such legend is no longer required by the provisions of this Indenture) the Canadian Legend, that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Regulation S;

“ Regulatory Event Date ” means the date specified in a letter from the Superintendent to the Bank on which the Notes will no longer be recognized in full as eligible “Tier 2 Capital” or will no longer be eligible to be included in full as risk-based “Total Capital” on a consolidated basis under the guidelines for capital adequacy requirements for banks as interpreted by the Superintendent;

“ Reuters Screen CDOR Page ” means the display designated as page “CDOR” on the Reuters Monitor Money Rates Service (or such other page as may replace the CDOR page on that Service) for purposes of displaying Canadian dollar bankers’ acceptance rates;

“ Significant Shareholder ” means any person who beneficially owns directly, or indirectly through entities controlled by such person or persons associated with or acting jointly or in concert with such person, a percentage of the total number of outstanding shares of a class of the Bank that is in excess of that permitted by the Bank Act;

“ Special Event Redemption Date ” means a Regulatory Event Date or the date of the occurrence of a Tax Event, as the case may be;

“ Stated Maturity ”, when used with respect to the principal of any Note or any installment of principal thereof or interest thereon, means the date specified in such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable;

“ Superintendent ” means the Superintendent, as that term is defined in the Bank Act, or the appropriate successor to the Superintendent appointed under the Bank Act;

“ Tax Event ” means the Bank has received an opinion of independent counsel of recognized standing experienced in such matters to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada, or any political subdivision or taxing authority thereof or therein, affecting taxation; (ii) any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an “ administrative action ”); or (iii) any amendment to, clarification of, or change (including any announced prospective change) in, the official position with respect to or the interpretation of any administrative action or any interpretation or pronouncement that provides for a position with respect to such administrative action that differs from the theretofore generally accepted position, in each case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, administrative action, interpretation or pronouncement is made known, which amendment, clarification, change or administrative action is effective or which interpretation, pronouncement or administrative action is announced on or after the date of the issue of the Notes, there is more than an insubstantial risk (assuming any

proposed or announced amendment, clarification, change, interpretation, pronouncement or administrative action is effective and applicable) that the Bank is, or may be, subject to more than a de minimis amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Notes (including the treatment by the Bank of interest on the Notes) or the treatment of the Notes, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will not be respected by a taxing authority;

“ this Indenture ”, “ hereto ”, “ herein ”, “ hereby ”, “ hereunder ”, “ hereof ”, and similar expressions refer to this instrument and not to any particular Article, Section, clause, subdivision or other portion hereof, and include any and every instrument supplemental or ancillary hereto or required to implement this instrument;

“ Three-month Bankers’ Acceptance Rate ” means, for any quarterly interest period following the Interest Reset Date, the average bid rate of interest (expressed as an annual percentage rate) rounded to the nearest one-hundred-thousandth of 1.00% (with .000005 % being rounded up) for Canadian dollar bankers’ acceptances with maturities of three months which appears on the Reuters Screen CDOR Page (as herein defined) as of 10:15 a.m., Toronto time, on the first business day of such quarterly interest period. If such rate does not appear on the Reuters Screen CDOR Page on such day, the Threemonth Bankers’ Acceptance Rate for such period shall be the average of the bid rates of interest (expressed and rounded as set forth above) for Canadian dollar bankers’ acceptances with maturities of three months for same-day settlement as quoted by such of the Schedule I banks (as defined in the Bank Act) as may quote such a rate as of 10:15 a.m., Toronto time, on the first business day of such quarterly interest period. Notwithstanding the foregoing, if the Bank, a relevant regulatory supervisor or relevant administrator determines that the Three-month Bankers’ Acceptance Rate has been permanently or indefinitely discontinued, the Bank shall appoint a Calculation Agent to determine an appropriate alternative rate and adjustments thereto, and the decisions of such Calculation Agent shall be binding on the Bank, the Trustee, and the holders of the Notes. The Calculation Agent shall use, as a substitute for the Three-month Bankers’ Acceptance Rate and for each future interest payment date, the alternative reference rate selected or recommended by the central bank, reserve bank, monetary authority, relevant regulatory supervisor or any similar institution (including any committee or working group thereof), or identified through any other applicable regulatory or legislative action or guidance, that is consistent with accepted market practice for debt obligations such as the Notes (the “ Alternative Rate ”). As part of such substitution, the Calculation Agent shall, after consultation with the Bank, make such adjustments to the Alternative Rate and the spread thereon, as well as the business day convention, interest payment dates and related provisions and definitions, in each case that are consistent with accepted market practice or applicable regulatory or legislative action or guidance for the use of such Alternative Rate for debt obligations such as the Notes, provided however that if the Calculation Agent determines, after consultation with the Bank, that there is no clear market consensus as to whether any rate has replaced the Three-month Bankers’ Acceptance Rate in customary market usage, the Three-month Bankers’ Acceptance Rate for such interest payment date shall be the Three-month Bankers’ Acceptance Rate for

the immediately preceding interest payment date, other than the first Floating Rate payment on August 1, 2026, in which case the last published rate on the Reuters Screen CDOR Page will be used, and the process set forth in this paragraph to determine an Alternative Rate shall be repeated for each subsequent interest payment date until such time as an Alternative Rate is determined;

“ Trigger Event ” shall have the meaning set out in the OSFI Guideline for Capital Adequacy Requirements (CAR), Chapter 2 – Definition of Capital, dated November 2018, as such term may be amended or superseded by OSFI from time to time, which term currently provides that each of the following constitutes a Trigger Event:

(a) the Superintendent publicly announces that the Bank has been advised, in writing, that the Superintendent is of the opinion that the Bank has ceased, or is about to cease, to be viable and that, after the conversion or writeoff, as applicable, of all contingent instruments and taking into account any other factors or circumstances that are considered relevant or appropriate, it is reasonably likely that the viability of the Bank will be restored or maintained; or

(b) a federal or provincial government in Canada publicly announces that the Bank has accepted or agreed to accept a capital injection, or equivalent support, from the federal government or any provincial government or political subdivision or agent or agency thereof without which the Bank would have been determined by the Superintendent to be non-viable;

“ Trust and Loan Companies Act ” means the Trust and Loan Companies Act (Canada) being Chapter L-26.5 of the Statutes of Canada, 1991;

“ Trustee ” means, together, The Bank of New York Mellon and BNY Trust Company of Canada (as Canadian co-trustee) and includes any successor thereto or thereof for the time being as trustee hereunder;

“ TSX ” means the Toronto Stock Exchange;

“ Unrestricted Definitive Note ” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend;

“ Unrestricted Global Note ” means a permanent Global Note substantially in the form of Exhibit A, attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend;

“ Unrestricted Note ” means either an Unrestricted Definitive Note or an Unrestricted Global Note;

“ US$ ”, “ USD ” and “ U.S. dollars ” means U.S. dollars; and

“ U.S. Government Obligations ” means securities which are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged, or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, each of which are not callable or redeemable at the option of the issuer thereof.

Section 1.02. Number and Gender . Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and words importing individuals shall include firms and corporations and vice versa.

Section 1.03. Headings, Etc . The division of this Indenture into Articles and Sections, the provision of an index and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

Section 1.04. Applicable Law . This Indenture and the Notes shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

Section 1.05. Invalidity, Etc. of Provisions . Save and except for any provision or covenant herein which is fundamental to the subject matter of this Indenture (including without limitation those that relate to the payment of moneys), the invalidity or unenforceability of any provision or covenant hereof or herein contained will not affect the validity or enforceability of any other provision or covenant hereof or herein contained and any such invalid or unenforceable provision or covenant shall be deemed to be severable from this Indenture.

Section 1.06. Day Not a Business Day . If any day on which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time (if any) on the first Business Day thereafter.

Section 1.07. Statute References . Any reference in this Indenture to a statute shall be deemed to be a reference to such statute as amended, re-enacted or replaced from time to time.

Section 1.08. Benefits of Indenture . Nothing in this Indenture or in the Notes, expressed or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Note Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.09. Submission to Jurisdiction and Venue . Each of the Bank and the Trustee submits to the exclusive jurisdiction of any Ontario courts sitting in Toronto in any action, application, reference or other proceeding arising out of or related to this Indenture and agrees that all claims in respect of any such actions, application, reference or other proceeding shall be heard and determined in such Ontario courts. Each of the Bank and the Trustee shall not raise any objection to Toronto as the venue of any action, application, reference or other proceeding and each of the Bank and the Trustee

irrevocably waives, to the fullest extent it may effectively do so, the defence of an inconvenient forum to the maintenance of such action, application, reference or other proceeding in Toronto. Each of the Bank and the Trustee consents to any action, application, reference or other proceeding arising out of or related to this Indenture being tried in Toronto and, in particular, being placed on the Commercial List of the Ontario Superior Court of Justice.

Section 1.10. Acts of Holders . Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing, and may be given or obtained in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Bank. Such instrument or instruments (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 shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Bank if made in the manner provided in this Section 1.10.

Section 1.11. Waiver of Jury Trial . EACH OF THE BANK AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED THEREBY.

==> picture [60 x 25] intentionally omitted <==

Section 2.01. Issuance of Notes . (a) The aggregate principal amount of Initial Notes which may be authorized hereunder is limited to US$75,000,000 in lawful money of the United States upon receipt by the Trustee of the following:

(i) a Certified Resolution authorizing the issue and delivery of up to US$75,000,000 aggregate principal amount of the Notes;

(ii) a Certificate of the Bank to the effect that, so far as is known to the persons signing the same, it is not in default in the performance of any of its covenants herein contained and that it has complied with all the requirements of the Bank Act and of this Indenture in connection with the issue of the Notes;

(iii) a Written Order of the Bank for the certification and delivery of the Notes; and

(iv) an Opinion of Counsel that all requirements imposed by this Indenture or by law to create and issue the Notes have been complied with by the Bank and that such issuance is enforceable against the Bank.

(b) The Notes, in definitive or interim form, up to such aggregate principal amount, may forthwith and from time to time thereafter be executed by the Bank and certified by or on behalf of the Trustee and delivered by it to or upon the Written Order of the Bank, without the Trustee receiving any consideration therefor.

Section 2.02. Subordinated Indebtedness . (a) The Notes are “subordinated indebtedness” as that term is defined in the Bank Act.

(b) In the event of the insolvency or winding-up of the Bank, for so long as an NVCC Automatic Conversion has not occurred, the Notes will be unsecured, subordinated obligations of the Bank and:

(i) will rank junior in right of payment and upon liquidation of the Bank to the Bank’s deposit liabilities;

(ii) will rank junior in right of payment and upon liquidation of the Bank to any of the Bank’s existing and all future senior indebtedness;

(iii) will rank junior in right of payment and upon liquidation of the Bank to any of the Bank’s future general creditors;

(iv) will rank equal in right of payment and upon liquidation of the Bank with all of the Bank’s future indebtedness the terms of which provide that such indebtedness ranks equally with promissory notes, bonds, debentures and other evidences of indebtedness of types that include the Notes;

(v) will rank senior in right of payment and upon liquidation of the Bank to any of the Bank’s future indebtedness the terms of which provide that such indebtedness ranks junior in right of payment to promissory notes, bonds, debentures and other evidences of indebtedness of types that include the Notes; and

(vi) will be structurally subordinated to the Bank’s existing and future indebtedness, deposits and other liabilities of the Bank’s current and future subsidiaries, including without limitation, the Bank’s liabilities to depositors in connection with the deposits, as well as liabilities to general creditors and liabilities arising in the ordinary course of business or otherwise.

(c) Each holder of Notes by his acceptance thereof agrees to and shall be bound by the subordination provided for herein and authorizes and directs the Trustee on his behalf to take such action, if any, as may be necessary or appropriate to further assure the same and appoints the Trustee his agent for such purpose.

Section 2.03. Terms of Notes . (a) The Notes authorized to be issued hereunder shall be designated “5.00% Fixed to Floating Rate Subordinated Notes due 2031 (NonViability Contingent Capital (NVCC))”.

(b) The Notes shall be dated as of April 30, 2021 and shall mature on the Maturity Date. The Notes shall bear interest from and including the Issue Date to but excluding the date on which the Notes are repaid: (i) during the Initial Term, at the rate of 5.00% per annum calculated and payable semi-annually in arrears on each relevant Interest Payment Date in an amount equal to US$25 per US$1,000 in aggregate principal amount of the Notes; and

(ii) during the Quarterly Interest Rate Term, at the rate per annum equal to the sum of the Three-month Bankers’ Acceptance Rate and 3.61%, payable quarterly in arrears on each relevant Interest Payment Date;

including, in the case of default, interest on all amounts overdue at the same rate of interest per annum applicable to the Notes on the date of such default, calculated and payable half-yearly or quarterly, as the case may be, in arrears on the relevant Interest Payment Dates. Interest shall be computed on the basis of a 360-day year of twelve 30day months, and interest for any partial period shall be computed on the basis of a 360day year of twelve 30-day months and the number of days elapsed in any partial month.

(d) The Notes shall not be redeemed or purchased by the Bank prior to their Maturity Date, except as provided in Articles 4 and 5 hereof.

(e) Payment of all amounts owing in respect of the Notes or otherwise provided for hereunder shall be made in U.S. dollars.

Section 2.04. Form and Dating .

(a) General . The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage (but which shall not affect the rights, duties, obligations or immunities of the Trustee without the consent of the Trustee). Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Bank and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture (to the extent permitted by law) shall govern and be controlling.

(b) Global Notes . The Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend, the ERISA Legend, and the Canadian Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent the amount of outstanding Notes specified therein, and each Global Note shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian of the Bank, at the direction of the Trustee, in accordance with the instructions given by the Holder thereof as required by “ Transfer and Exchange ” hereof.

(c) Regulation S Global Notes . Any Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Bank and authenticated by the Trustee as hereinafter provided. Prior to the expiration of the Restricted Period, any resale or transfer of beneficial interests in a Regulation S Global Note to U.S. Persons shall not be permitted unless such resale or transfer is made pursuant to Rule 144A or Regulation S.

(d) 144A Global Notes . Any Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a 144A Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or the nominee of the Depositary, duly executed by the Bank and authenticated by the Trustee as hereinafter provided.

(e) Definitive Notes . Notwithstanding any other provision of this Section 2.04, any issuance of Definitive Notes shall be at the Bank’s discretion, except in the circumstances set forth hereof in Section 2.09(a).

Section 2.05. Execution and Authentication .

An Officer shall sign the Notes for the Bank by manual, facsimile or electronically transmitted signature.

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until an authorized signatory of the Trustee manually or electronically authenticates the Note. The signature of the Trustee on a Note shall be

conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.

The Trustee shall authenticate and deliver: (i) Initial Notes for original issue in an aggregate principal amount of US$75,000,000 on the Issue Date, and (ii) if and when issued, Additional Notes (which may be issued in either a registered or a private offering under the 1933 Act), in each case upon a Bank Order. Such Bank Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be in global or definitive form and whether they are to bear the Private Placement Legend or the Canadian Legend. The Bank may issue Additional Notes under this Indenture subsequent to the Issue Date. For the avoidance of any doubt, any Additional Notes that are issued hereunder, and in connection therewith the Bank delivered to the Trustee an Officer’s Certificate and Opinion of Counsel each stating that such issuance of Additional Notes is authorized and permitted under this Indenture, shall be valid for all purposes and constitute Additional Notes hereunder, even if subsequently it is determined that such issuance was not in compliance with the covenants of this Indenture.

The Trustee may appoint an agent (the “ Authenticating Agent ”) reasonably acceptable to the Bank to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.

Section 2.06. Registrar and Paying Agent .

The Bank shall at all times maintain in the continental U.S. an office or agency where Notes may be presented for registration of transfer or for exchange (the “ Registrar ”), and an office or agency where Notes may be presented for payment (the “ Paying Agent ”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Bank may have 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 such additional paying agent. The Bank will give prompt written notice to the Trustee of any such co-registrar or additional paying agents and of any change in the name or address of any such Registrar or Paying Agent.

The Bank or any of its Subsidiaries may act as Paying Agent, subject to the provisions of this Section 2.06. Any Paying Agent or Registrar may resign as such upon 30 days’ prior written notice to the Bank and the Trustee; upon resignation of any Paying Agent or Registrar, the Bank shall appoint a successor Paying Agent or Registrar, as the case may be, complying with the requirements of this Section 2.06, no later than 30 days thereafter and shall provide notice to the Trustee of such successor Paying Agent or Registrar.

If at any time there shall be Notes outstanding that are not Global Notes and there shall be no Paying Agent with an office or agency in the City of Toronto, Province of Ontario or the City of New York, State of New York, where the Notes may be presented

or surrendered for payment, the Bank shall forthwith designate such a Paying Agent in order that such Notes shall at all times be payable in the City of Toronto, Province of Ontario or the City of New York, State of New York.

The Bank initially appoints BNYM as Registrar and Paying Agent for the Notes. The immunities, protections and exculpations available to the Trustee under this Indenture shall also be available to each Agent, and the Bank’s obligations under Section 12.16 to compensate and indemnify the Trustee shall extend likewise to each Agent.

Section 2.07. Paying Agent to Hold Money in Trust .

By at least 11:00 a.m. (Toronto time) on the date prior to the date on which any principal, premium, if any, or interest on any Note is due and payable, the Bank shall deposit with the Paying Agent in immediately available funds a sum sufficient to pay such principal, premium, if any, and interest when due. The Bank shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, and interest (if any) on the Notes and shall notify the Trustee of any default by the Bank in making any such payment. If the Bank or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Bank at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.07, the Paying Agent (if other than the Bank or a Subsidiary) shall have no further liability for the money delivered to the Trustee.

Section 2.08. Holder Lists .

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Bank shall furnish to the Trustee, in writing at least seven (7) Business Days before each Interest Payment Date 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 Holders.

Section 2.09. Transfer and Exchange .

(a) Transfer and Exchange of Global Notes . Except as set forth herein, a Global Note may not be transferred as a whole 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. Owners of beneficial interests in Global Notes shall not be entitled to receive Definitive Notes unless:

(i) the Depositary (A) notifies the Bank that it is unwilling or unable to continue to act as Depositary or (B) that it is no longer a clearing agency registered under the 1934 Act and, in either case, a successor Depositary is not

appointed by the Bank within 90 days after the date of such notice from the Depositary;

(ii) the Bank, at its option, notifies the Trustee in writing that it elects to cause the issuance of the certificated Notes and any Participant requests a certificated Note; provided that in no event shall the Regulation S Global Note be exchanged by the Bank for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt of any certificates required under the provisions of Regulation S;

(iii) there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary notifies the Bank and the Trustee of its decision to exchange the Global Notes for Definitive Notes; or

(iv) written notice is given to the Trustee by or on behalf of the Depositary in accordance with this Indenture.

Upon the occurrence of the preceding events in clauses (a), (b), (c) or (d) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Bank, the Trustee and the Registrar. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.09 or Section 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.09(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.09(b) or (c).

(b) Transfer and Exchange of Beneficial Interests in the Global Notes . The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein, including those set forth in the Private Placement Legend and the Canadian Legend (if applicable), to the extent required by the 1933 Act and applicable Canadian Notes Legislation, and the U.S. transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following provisions of this Section 2.06, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note . Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, (A) transfers of beneficial interests in the Regulation S Global Note may not be to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser) and (B) such beneficial interests may be held

only through Euroclear or Clearstream (as Indirect Participants in the Depositary). Beneficial interests in such Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in the preceding sentence of this Section 2.09(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes . In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.09(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in Section 2.09(b) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Global Note prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture, the Notes or otherwise applicable under the 1933 Act, the principal amount of the relevant Global Note(s) shall be adjusted pursuant to Section 2.09(g) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note . A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.09(b)(i) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must

deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof, and if such transfer occurs prior to the expiration of the Restricted Period, then the transferee must hold such beneficial interest through either Euroclear or Clearstream (as Indirect Participants in the Depositary).

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note . A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.09(b)(ii) above and the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar or the Bank so requests or if the Applicable Procedures so require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the 1933 Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the 1933 Act.

If any such transfer is effected at a time when an Unrestricted Global Note has not yet been issued, the Bank shall issue and, upon receipt of a Bank Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes . If, in accordance with Section 2.09(a), any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or

(C) if such beneficial interest is being transferred to a nonU.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof,

the Registrar shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.09(g) hereof, and the Bank shall execute and the Trustee, upon receipt of a Bank Order, shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.09(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.09(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. Notwithstanding Sections 2.09(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S, except in the case of a transfer pursuant to an exemption from the registration requirements of the 1933 Act other than Rule 903 or Rule 904.

(ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes . A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form

of an Unrestricted Definitive Note, in each case only pursuant to Section 2.09(a) and only if the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

(iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes . If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.09(b)(ii) hereof, the Registrar shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.09(g) hereof, and the Bank shall execute and the Trustee, upon receipt of a Bank Order, shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.09(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.09(c)(iii) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests .

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes . If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or

(C) if such Restricted Definitive Note is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (2) thereof,

the Trustee shall cancel the Restricted Definitive Note, the Registrar shall increase or cause to be increased the aggregate principal amount of, in the case of clause (d)(i)(A) above, the appropriate Restricted Global Note, in the case of clause (d)(i)(B) above, the 144A Global Note, and in the case of clause (d)(i)(C) above, the Regulation S Global Note. Notwithstanding the foregoing, if there are no Global Notes outstanding prior to any such transfer, Definitive Notes may be transferred for beneficial interests in a Global Note only if the Bank so agrees and delivers a Bank Order to the Trustee.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(A) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(B) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.09(c)(ii), the Trustee shall cancel the Definitive Notes and the Registrar shall increase

or cause to be increased the aggregate principal amount of the Unrestricted Global Note. Notwithstanding the foregoing, if there are no Global Notes outstanding prior to any such transfer, Definitive Notes may be transferred for beneficial interests in a Global Note only if the Bank so agrees and delivers a Bank Order to the Trustee.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and the Registrar shall increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (2)(ii) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Bank shall issue and, upon receipt of a Bank Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes . Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.09(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.09(e).

(i) Restricted Definitive Notes to Restricted Definitive Notes . Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes . Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(A) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(B) if the Holder of such Restricted Definitive Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar or the Bank so requests, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the 1933 Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the 1933 Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes . A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Note pursuant to the instructions from the Holder thereof.

(f) Legends . The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(i) Private Placement Legend .

(A) Except as permitted by subparagraph (B) below or as otherwise agreed between the Bank and the Holder, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend, until the Resale Restriction Termination Date, in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ 1933 ACT ”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH

REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “ RESALE RESTRICTION TERMINATION DATE ”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE BANK OR ANY AFFILIATE OF THE BANK WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE BANK OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT (“ RULE 144A ”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF NOTES OF US$250,000 OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT TO THE BANK’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT.]”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to Sections 2.09(b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2) or (e)(3) (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. The Bank, acting in its discretion, may remove the Private Placement Legend from any Restricted Note at any time on or after the Resale Restriction Termination Date applicable to such Restricted Note. Without limiting the generality of the preceding sentence, the Bank may effect such removal by issuing and delivering, in exchange for such Restricted Note, an Unrestricted Note, registered to the same Holder and in an equal principal amount, and, notwithstanding any other provision of this Section 2.09, upon receipt of a Bank Order given at least three (3) Business Days in advance of the proposed date of exchange specified therein (which shall be no earlier than the Resale Restriction Termination Date), the Trustee shall authenticate and deliver such Unrestricted Note as directed in such Bank Order. Notwithstanding the foregoing, the Trustee shall not be obligated to authenticate and deliver any Note that it reasonably believes, on advice of counsel, does not comply with Applicable Procedures or applicable law.

(ii) Global Notes Legend . Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.09 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.09(A) OF THE INDENTURE AND (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“ DTC ”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO

CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii) ERISA Legend . Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form:

“BY ITS ACQUISITION OF THIS NOTE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“ SIMILAR LAWS ”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAWS) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

FURTHER, IF THE HOLDER IS A PLAN SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (AN “ ERISA PLAN ”), SUCH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (1) NONE OF THE BANK, GUARANTORS, THE INITIAL PURCHASERS AND ANY OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “ TRANSACTION PARTIES ”) HAS ACTED AS THE ERISA PLAN’S FIDUCIARY (WITHIN THE MEANING OF ERISA OR THE CODE), OR HAS BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE HOLDER’S DECISION TO ACQUIRE AND HOLD THE NOTES, AND NONE OF THE TRANSACTION PARTIES SHALL AT ANY TIME BE RELIED UPON AS THE ERISA PLAN’S FIDUCIARY WITH RESPECT TO ANY DECISION TO ACQUIRE, CONTINUE TO HOLD OR TRANSFER THE NOTES, AND (2) THE DECISION TO PURCHASE THE NOTES HAS BEEN MADE BY A DULY AUTHORIZED FIDUCIARY OF THE ERISA PLAN THAT (I) IS INDEPENDENT (AS THAT TERM IS USED IN 29 C.F.R. 2510.3-21(C)(1)) OF THE TRANSACTION PARTIES AND THERE IS NO FINANCIAL INTEREST, OWNERSHIP INTEREST, OR OTHER RELATIONSHIP, AGREEMENT OR UNDERSTANDING OR OTHERWISE THAT WOULD LIMIT ITS ABILITY TO

CARRY OUT ITS FIDUCIARY RESPONSIBILITY TO THE ERISA PLAN; (II) IS A BANK, AN INSURANCE CARRIER, A REGISTERED INVESTMENT ADVISER, A REGISTERED BROKER-DEALER, OR AN INDEPENDENT FIDUCIARY THAT HOLDS, OR HAS UNDER MANAGEMENT OR CONTROL, TOTAL ASSETS OF AT LEAST US$50 MILLION (IN EACH CASE, AS SPECIFIED IN 29 C.F.R. 2510.321(C)(1)(I)(A)-(E)); (III) IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH REGARD TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DECISION TO INVEST IN THE NOTES); (IV) HAS BEEN FAIRLY INFORMED THAT THE TRANSACTION PARTIES HAVE NOT AND WILL NOT UNDERTAKE TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION WITH THE PURCHASE AND HOLDING OF THE NOTES; (V) HAS BEEN FAIRLY INFORMED THAT THE TRANSACTION PARTIES HAVE FINANCIAL

INTERESTS IN THE ERISA PLAN’S PURCHASE AND HOLDING OF THE NOTES, WHICH INTERESTS MAY CONFLICT WITH THE INTEREST OF THE ERISA PLAN; (VI) IS A FIDUCIARY UNDER ERISA OR THE CODE, OR BOTH, WITH RESPECT TO THE DECISION TO PURCHASE AND HOLD THE NOTES AND IS RESPONSIBLE FOR EXERCISING (AND HAS EXERCISED) INDEPENDENT JUDGMENT IN EVALUATING WHETHER TO INVEST THE ASSETS OF SUCH ERISA PLAN IN THE NOTES; AND (VII) IS NOT PAYING ANY TRANSACTION PARTY ANY FEE OR OTHER COMPENSATION DIRECTLY FOR THE PROVISION OF INVESTMENT ADVICE (AS OPPOSED TO OTHER SERVICES) IN CONNECTION WITH THE ERISA PLAN’S PURCHASE AND HOLDING OF THE NOTES.”

(iv) Canadian Legend .

(A) Each Note (whether a Global Note or a Definitive Note), and all Notes issued in exchange therefor or substitution thereof, shall also bear a legend (the “ Canadian Legend ”) in substantially the following form until such time as (1) a trade of such Note in any province or territory Canada would not be a “distribution” or a “primary distribution to the public” (each within the meaning of applicable Canadian Notes Legislation) and (2) such Note is not otherwise required to carry the Canadian Legend under applicable Canadian Notes Legislation:

“EXCEPT IN THE PROVINCE OF MANITOBA, UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE NOTE EVIDENCED HEREBY MUST NOT TRADE THE NOTE BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER [INSERT DISTRIBUTION DATE].

IN THE PROVINCE OF MANITOBA, UNLESS OTHERWISE PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION OR WITH THE PRIOR WRITTEN CONSENT OF THE APPLICABLE REGULATORS, THE HOLDER OF THE NOTE EVIDENCED HEREBY MUST NOT TRADE THE NOTE

BEFORE THE DATE THAT IS TWELVE MONTHS AND A DAY AFTER THE DATE THE PURCHASER ACQUIRED THE NOTE.”

(B) The distribution date to be inserted into the Canadian Legend pursuant to subparagraph (A) above shall be, in the case of the Initial Notes, the Issue Date or, in the case of any Additional Notes, the “distribution date” (within the meaning of National Instrument 45-102 Resale of Notes) for such Additional Notes.

(g) Cancellation and/or Adjustment of Global Notes . At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.10 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Notes Custodian at the direction 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 Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Notes Custodian at the direction of the Trustee to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges .

(i) To permit registrations of transfers and exchanges, the Bank shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a Bank Order.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Bank may require payment of a sum sufficient to cover any tax or similar charge or other fee required by law and payable in connection therewith (other than any taxes or similar charge payable upon exchange or transfer pursuant to Section 2.09 or Article 4 hereof).

(iii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Bank, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(iv) None of the Bank, the Trustee or the Registrar shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period of 15 days before the day of any selection of Notes for redemption under Section

4.03 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.

(v) Prior to the due presentation for registration of transfer of any Note, the Bank, each Guarantor, the Trustee, the Paying Agent or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, interest and premium (if any) on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Bank, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(vi) The Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a Bank Order and in accordance with the other provisions of Section 2.05 hereof.

(vii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.09 to effect a registration of transfer or exchange may be submitted by facsimile.

(viii) None of the Trustee or any Agent shall have any 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 Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of 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 to examine the same to determine substantial compliance as to form with the express requirements hereof.

(ix) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of optional redemption) or the payment of any amount, under or with respect to such Notes.

Section 2.10. Replacement Notes . If any mutilated Note is surrendered to the Trustee, or the Bank and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Bank shall issue and the Trustee, upon receipt of a Bank Order conforming to Section 2.05 hereof, will authenticate a replacement Note of like tenor and principal amount if the Trustee’s and the Bank’s reasonable requirements are met. If required by the Trustee or the Bank, an indemnity bond must be

supplied by the Holder that is sufficient in the judgment of the Trustee and the Bank to protect the Bank, the Trustee, any other Agent and any Authenticating Agent from any loss that any of them may suffer if a Note is replaced. The Bank may charge for its expenses (including any tax or charge that may be imposed in connection therewith and the fees and expenses of the Trustee) in replacing a Note.

Every replacement Note is an additional obligation of the Bank and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder, provided it is held by a protected purchaser within the meaning of the Uniform Commercial Code.

Notwithstanding any other provision of this Section 2.10 rather than authenticating and delivering a replacement Note for a mutilated, destroyed, loss or stolen Note which has been redeemed or the principal of which has matured, the Bank or the Paying Agent may make payment of the amount due on such security to the Holder upon receipt of the above-described indemnity bond.

Section 2.11. Outstanding Notes . The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in this Section 2.11, a Note does not cease to be outstanding because the Bank, a Guarantor or an Affiliate of the Bank or a Guarantor holds the Note.

If a Note is replaced pursuant to Section 2.10 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Bank, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.12. Temporary Notes . Until Definitive Notes are ready for delivery, the Bank may prepare and the Trustee shall, upon receipt of a Bank Order, authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Bank considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Bank shall prepare and the Trustee, upon receipt of a Bank Order, shall authenticate Definitive Notes in exchange for temporary Notes. Holders of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a holder of Definitive Notes.

Section 2.13. Cancellation . The Bank at any time may deliver Notes to the Trustee or any Registrar for cancellation. The Registrar and the Paying Agent shall

forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or the Registrar (and no one else) shall cancel and destroy (subject to the Trustee’s procedures and the record retention requirements of the 1934 Act) all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and deliver a certificate of such destruction to the Bank (provided that the Trustee or such Registrar shall deliver a copy of such cancelled Note to the Bank upon request prior to destruction). The Bank may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee or the Registrar for cancellation.

Section 2.14. Defaulted Interest . If the Bank defaults in a payment of interest (“ Defaulted Interest ”) on the Notes, the Bank shall pay Defaulted Interest (as provided in Section 6.01) in any lawful manner. The Bank may pay the Defaulted Interest to the Persons who are Holders on a subsequent special record date. The Bank shall fix or cause to be fixed any such special record date and payment date, which special record date shall not be less than 10 days prior to the payment date for such Defaulted Interest and the Bank, or at the Bank’s request, the Trustee, shall promptly cause to be mailed (or in the case of Global Notes send electronically in accordance with the procedures of the Depositary) to each Holder a notice that states the special record date, the payment date and the amount of Defaulted Interest to be paid. The Bank shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Bank shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this Section 2.14.

Section 2.15. CUSIP Numbers . The Bank in issuing the Notes may use “CUSIP,” “ISIN” or similar numbers (if then generally in use) and, if so, the Trustee shall use such numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Bank will promptly notify the Trustee in writing of any change in the “CUSIP”, “ISIN” or similar numbers.

Section 2.16. Calculations . The Bank will be responsible for making all calculations called for under this Indenture or the Notes. The Bank will make all such calculations in good faith and, absent manifest error, its calculations will be final and binding on Holders. The Bank will provide a schedule of its calculations to the Trustee when reasonably requested by the Trustee, and the Trustee is entitled to rely conclusively upon the accuracy of such calculations without independent verification. The Trustee will deliver a copy of any such schedule to any Holder upon the written request of such Holder.

Section 2.17. Payment of Principal and Interest . (a) The principal of the Notes will be paid on the Maturity Date or such earlier date as the principal amount may become due in accordance with the provisions hereof upon presentation and surrender of the Notes to any corporate office in Canada of the Bank.

(b) Notes issued hereunder, whether originally or upon exchange or in substitution for previously issued Notes, shall bear interest from and including July 21, 2020 or from and including the last Interest Payment Date to which interest shall have been paid or made available for payment on the outstanding Notes, whichever shall be the later.

(c) As interest becomes due on each Note (including interest due at maturity or redemption) the Bank, either directly or through the Trustee, shall: (i) not less than five days prior to the date for payment thereof, send by prepaid ordinary mail, a cheque for such interest (less any applicable withholding tax) drawn upon the Bank and payable to the order of the then holder of such Note and addressed to him at his last address appearing on the register, unless such holder otherwise directs, or (ii) effect payment of interest by electronic funds transfer on the date for payment thereof to an account designated in writing to the Bank and Trustee by the holder of such Note or by such other means as may be approved by the Trustee or as may become customary for the payment of interest on subordinated indebtedness (as that term is defined in the Bank Act) of banks. In the case of joint holders of Notes the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and if more than one address appears on the register in respect of such joint holding the cheque shall be mailed to the first address so appearing. The mailing of such cheque or making of such other payment shall, to the extent of the sum represented thereby plus the amount of tax withheld as aforesaid, satisfy and discharge all liability for interest on such Note, unless such cheque is not paid on presentment at any one of the places where such interest is, by the terms of such Note, made payable. In the event of non-receipt of any cheque for interest by the person to whom it is so sent as aforesaid, the Bank will issue to such person a replacement cheque for a like amount upon being furnished with such evidence of non-receipt as the Bank and the Trustee shall reasonably require and upon being indemnified to their satisfaction. Notwithstanding the foregoing, if the Bank is prevented by circumstances beyond its control (including, without limitation, any interruption of mail service) from making payment of any interest due on each Note in the manner provided above, the Bank may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee with the same effect as if payment had been made in the manner provided above.

(d) The Bank shall provide to the Trustee its interest calculation in respect of each Quarterly Interest Period.

(e) If the date for payment of any amount of principal or interest in respect of the Notes is not a Business Day, then the holder thereof shall not be entitled to payment of the amount due until the next following Business Day nor, in the case of the Initial Term, to any further interest or other payment in respect of such delay.

Section 2.18. Notes to Rank Pari Passu . All Notes are direct and unsecured obligations of the Bank which, in the case of the insolvency or winding-up of the Bank, for so long as an NVCC Automatic Conversion has not occurred, will rank at least pari passu with all other subordinated indebtedness of the Bank from time to time issued and outstanding without any preference among such subordinated indebtedness.

ARTICLE 3

CONVERSION INTO COMMON SHARES UPON A TRIGGER EVENT

Section 3.01. NVCC Automatic Conversion . Upon the occurrence of a Trigger Event, each outstanding Note will automatically and immediately be converted, on a full and permanent basis, without the consent of the holder thereof, into fully-paid and nonassessable Common Shares (an “ NVCC Automatic Conversion ”), in accordance with this Article 3.

Section 3.02. Conversion Rate . The number of Common Shares into which each Note is converted at the time of an NVCC Automatic Conversion shall be equal to the quotient obtained by dividing (a) Multiplier multiplied by Note Value, by (b) Conversion Price.

Section 3.03. Time of NVCC Automatic Conversion . Any NVCC Automatic Conversion is deemed to be effected immediately following a Trigger Event and the rights of the holder of such Notes as the holder thereof shall cease at such time and the person or persons entitled to receive Common Shares upon an NVCC Automatic Conversion shall be treated for all purposes as having become the holder or holders of record of such Common Shares at such time. Subject to Section 3.04, as promptly as practicable after the occurrence of a Trigger Event, the Bank shall announce the NVCC Automatic Conversion by way of a press release and shall give notice of the NVCC Automatic Conversion in accordance with the provisions of Section 11.02 to the then holders and the Trustee. As promptly as practicable after the NVCC Automatic Conversion, the Bank shall deliver or cause to be delivered certificates representing Common Shares registered in the name of the holders of the Notes, or as such holder shall have directed, on presentation and surrender thereof at the principal office of the Trustee in Toronto, Ontario. From and after the NVCC Automatic Conversion, the Notes shall cease to be outstanding, the holders thereof shall cease to be entitled to interest thereon, and any certificates representing the Notes shall represent only the right to receive upon surrender thereof certificates representing the applicable number of Common Shares specified in Section 3.02. An NVCC Automatic Conversion shall be mandatory and binding upon both the Bank and all holders of the Notes notwithstanding anything else including, without limitation: (a) any prior action to or in furtherance of redeeming the Notes pursuant to this Indenture; and (b) any delay or impediment to the issuance or delivery of the Common Shares to the holders of the Notes.

Section 3.04. Right Not to Deliver Common Shares . Upon an NVCC Automatic Conversion, the Bank reserves the right not to (a) deliver some or all of the Common Shares issuable thereupon to any person whom the Bank or its transfer agent has reason to believe is an Ineligible Person or any person who, by virtue of the NVCC Automatic

Conversion, would become a Significant Shareholder or (b) record in its securities register a transfer or issue of Common Shares to any person whom the Bank or its transfer agent has reason to believe is an Ineligible Government Holder based on a declaration submitted to the Bank or its transfer agent by or on behalf of such person. In such circumstances, the Bank or its transfer agent will hold, as agent of any such person, all of the relevant number of Common Shares otherwise deliverable to such Ineligible Persons or persons who would become Significant Shareholders or to be registered to such Ineligible Government Holders, as the case may be, and the Bank or its transfer agent will deliver such Common Shares to a registered dealer retained by the Bank for the purposes of selling such Common Shares to parties other than the Bank and its affiliates on behalf of any such persons. Those sales (if any) may be made at such times and at such prices, as the Bank (or its transfer agent as directed by the Bank), in its sole discretion, may determine. Neither the Bank nor its transfer agent will be subject to any liability for failure to sell such Common Shares on behalf of any such person or at any particular price on any particular day. The net proceeds received by the Bank or its transfer agent from the sale of any such Common Shares will be divided among such persons in proportion to the number of Common Shares that would otherwise have been delivered to them upon the NVCC Automatic Conversion after deducting the costs of sale and any applicable withholding taxes. The Bank will deliver a cheque representing the aggregate net proceeds to DTC (if the Common Shares are then held in the Book-Entry System) or, in all other cases, to such Ineligible Persons, such persons who would become Significant Shareholders or such Ineligible Government Holders, as the case may be, in accordance with the regular practices and procedures of DTC or otherwise.

Section 3.05. Fractional Shares . In any case where the aggregate number of Common Shares to be issued to a holder of Notes pursuant to an NVCC Automatic Conversion includes a fraction of a Common Share, such number of Common Shares to be issued to such holder shall be rounded down to the nearest whole number of Common Shares and no cash payment shall be made in lieu of such fractional Common Share.

Section 3.06. Recapitalizations, Reclassifications and Changes in Common Shares . In the event of a capital reorganization, consolidation, merger or amalgamation of the Bank or comparable transaction affecting the Common Shares, the Bank will take necessary action to ensure that holders of the Notes receive, pursuant to an NVCC Automatic Conversion, an equivalent number of Common Shares or other securities that such holders would have received if the NVCC Automatic Conversion occurred immediately prior to the record date for such event.

Section 3.07. Adjustments . (a) Upon a Common Share Reorganization, the Floor Price shall be adjusted so that it will equal the price determined by multiplying the Floor Price in effect immediately prior to such effective date or record date of such event by a fraction:

(i) the numerator of which will be the total number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization; and

(ii) the denominator of which will be the total number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number, without duplication, of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date).

The adjustment shall be computed to the nearest one-tenth of one cent provided that no adjustment of the Floor Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Floor Price then in effect; provided, however, that in such case any adjustment that would otherwise be required to be made will be carried forward and will be made at the time of and together with the next subsequent adjustment, which, together with any adjustments so carried forward, will amount to at least 1% of the Floor Price.

(b) In any case in which the Floor Price definition or Section 3.06 requires that an adjustment will become effective immediately after a record date for an event referred to therein or herein, the Bank may defer, until the occurrence of such event, issuing to the holder of any Notes upon an NVCC Automatic Conversion occurring after such record date and before the occurrence of such event, the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event; provided, however, that the Bank will deliver to such holder evidence of such holder’s right to receive such additional Common Shares upon the occurrence of such event and the right to receive any dividends or other distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the date of conversion or such later date on which such holder would, but for the provisions of this Subsection 3.07(b) have become the holder of record of such additional Common Shares.

(c) If at any time a dispute arises with respect to adjustments provided for in the Floor Price definition or Section 3.06, such dispute will be conclusively determined, subject to the consent if required, of the TSX and any other stock exchange on which the Common Shares are then listed, by the Bank’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the Board of Directors of the Bank and any such determination will be binding upon the Bank, the holders of the Notes and the shareholders of the Bank; and such auditors or accountants will be given access to all necessary records of the Bank for such purpose.

(d) If the Bank sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, the Bank abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Floor Price will be made.

(e) The Bank will from time to time, immediately after the occurrence of any Common Share Reorganization or other event that requires an adjustment or readjustment as provided in the Floor Price definition or this Article 3, deliver a certificate of the Bank to the Trustee for the Notes specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, and the Trustee will be entitled to act and rely upon such certificate of the Bank. Such certificate of the Bank and the amount of the adjustment specified therein will be conclusive and binding on all parties in interest. Until such certificate of the Bank is received by the Trustee, the Trustee may act and be protected in acting on the presumption that no adjustment has been made or is required. Except in respect of any subdivision, re-division, change, reduction, combination or consolidation of the Common Shares contemplated by paragraphs (ii) or (iii) of the Common Share Reorganization definition, the Bank will forthwith give notice to the holders of the Notes specifying the event requiring such adjustment or readjustment and the amount thereof, including the resulting Floor Price.

Section 3.08. General . Notwithstanding any other provision of the Notes, the conversion of the Notes shall not be an Event of Default and the only consequence of a Trigger Event will be the conversion of such Notes into Common Shares. Upon an NVCC Automatic Conversion, any accrued and unpaid interest, together with the principal amount of the Notes, will be deemed paid in full by the issuance of Common Shares upon such conversion and the holders of Notes shall have no further rights and the Bank shall have no further obligations under this Indenture. If tax is required to be withheld from such payment of interest in the form of Common Shares, the number of Common Shares received by a holder will reflect an amount net of any applicable withholding tax.

ARTICLE 4 REDEMPTION

Section 4.01. Optional Redemption . (a) On or after May 1, 2026, the Bank may, at its option, with the prior approval of the Superintendent, redeem the Notes, in whole at any time or in part from time to time, on not less than 30 days’ nor more than 60 days’ prior notice to the Holders at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest to but excluding the date fixed for redemption, such redemption price together with such accrued and unpaid interest constituting the “ Par Redemption Price ” for purposes of this Indenture. The payment of the Par Redemption Price shall be net of any tax required by law to be withheld therefrom.

(b) At any time on or after a Special Event Redemption Date, the Bank may, at its option, with the prior approval of the Superintendent, on not less than 30 days’ nor more than 60 days’ prior notice to the holders, redeem all (but not less than all) of the Notes at a redemption price that is equal to the greater of the Canada Yield Price and the principal amount thereof, together in either case with accrued and unpaid interest to, but excluding, the date fixed for redemption, such redemption price together with such accrued and unpaid interest constituting the “ Early Redemption Price ” for purposes of

this Indenture. The payment of the Early Redemption Price shall be net of any tax required by law to be withheld therefrom.

Section 4.02. Places of Payments . The Redemption Price of Notes called for redemption under any provision hereof shall be payable upon presentment and surrender thereof at any of the places where the principal of such Notes is expressed to be payable and at such other places, if any, as may be specified in the notice of redemption.

Section 4.03. Partial Redemption . (a) Any part, being an integral multiple of US$1,000 of a Note, may be called for redemption as hereinafter provided and all references in this Indenture to redemption shall be deemed to include redemption of any such part.

(b) In case less than all the Notes are to be redeemed, the Bank shall in each such case, at least fifteen Business Days before the date upon which the notice of redemption is to be given, notify the Trustee in writing of its intention to redeem Notes and of the aggregate principal amount of Notes so to be redeemed. The Notes so to be redeemed shall be selected by the Trustee, or, in the case of a Global Note, by DTC, on a pro rata basis (to the nearest multiple of US$1,000) in accordance with the principal amount of Notes registered in the name of each holder or in such other manner as it shall deem equitable. For this purpose, the Trustee may make, and from time to time amend, regulations with regard to the manner in which such Notes may be so selected and regulations so made shall be valid and binding upon all holders notwithstanding the fact that, as a result thereof, one or more of such Notes become subject to redemption in part only.

(c) The holder of any Note of which part only is called for redemption shall, upon presentation of such Note and upon receiving the monies payable by reason of such redemption, surrender the said Note to any branch in Canada of the Bank for transmission to the Trustee and the Trustee shall cancel the same and without charge as soon as reasonably acceptable, certify and deliver to the said holder a new Note of the same aggregate principal amount equal to the unredeemed part of the principal amount of the Note so surrendered. In the event that any Note of which part only is called for redemption is surrendered in accordance with the foregoing, the Trustee shall provide the holder with a receipt evidencing surrender of such Note.

Section 4.04. Notice of Redemption . The Bank shall give notice of redemption to the holders and to the Trustee not less than 30 days’ nor more than 60 days’ prior to the date fixed for redemption (the “ Redemption Date ”) in the manner provided in Article 11. Every such notice shall specify the aggregate principal amount of Notes called for redemption, the Redemption Date, the Redemption Price and the places of payment and shall state that interest upon the principal amount of Notes called for redemption shall cease to be payable from and after the Redemption Date.

Section 4.05. Payment of Redemption Price . Upon notice being given in accordance with Section 4.04, the principal amount of the Notes so called for redemption shall be and become due and payable at the Redemption Price, on the Redemption Date

and with the same effect as if it were the Maturity Date specified in such Notes, anything therein and herein to the contrary notwithstanding and, from and after such Redemption Date, interest upon the principal amounts so becoming due and payable shall cease unless payment of the Redemption Price shall not be made on presentment for surrender of such Note at any of the places specified in Section 4.02 on or after the Redemption Date and prior to the setting aside of the Redemption Price pursuant to Article 8.

Section 4.06. Cancellation of Retired Notes . All Notes redeemed under the provisions of this Article 4 shall be forthwith delivered to and cancelled by the Trustee and no Notes shall be issued in substitution therefor.

ARTICLE 5

OPTIONAL PURCHASE OF NOTES

Section 5.01. Purchase of Notes . Subject to the prior approval of the Superintendent, if applicable, the Bank may purchase Notes in the open market or by tender to all holders of Notes or by private contract at any price. All Notes purchased by the Bank under the provisions of this Article 5 shall be delivered to the Trustee for cancellation and shall not be reissued.

ARTICLE 6

COVENANTS OF THE BANK

The Bank hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Note Holders as follows:

Section 6.01. To Pay Principal and Interest . That the Bank will duly and punctually pay or cause to be paid to every Note Holder or, in accordance with Section 8.02 hereof, to the Trustee on behalf of each Note Holder referred to in Section 8.02, the principal of and interest accrued on (including, in case of default, interest on all amounts overdue at the rate specified) the Notes of which he is the holder on the dates, at the places, in the moneys, and in the manner mentioned herein and in the Notes.

Section 6.02. To Preserve Status . That, subject to the express provisions hereof, the Bank will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights.

Section 6.03. To Carry on Business . That, except as herein otherwise expressly provided (which includes a transaction pursuant to Article 9) the Bank will itself or through subsidiaries carry on and conduct its business in a proper and efficient manner and in accordance with good business practice.

Section 6.04. Books and Records . That the Bank shall keep proper books of account in accordance with generally accepted accounting principles applicable to Canadian chartered banks.

Section 6.05. Observe and Perform Covenants . That the Bank will not do or omit to do any act which could, with the passage of time, the giving of notice or otherwise, create an Event of Default.

Section 6.06. Trustee’s Remuneration and Expenses . The Bank covenants with the Trustee that it will pay to the Trustee from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Trustee under the trusts hereof shall be finally and fully performed, except any such expense, disbursement or advance as may arise from the negligence or wilful misconduct of the Trustee or its officers, directors, employees or agents.

Section 6.07. Not to Extend Time for Payment of Interest or Principal . That, in order to prevent any accumulation after maturity of interest or of unpaid Notes, the Bank will not directly or indirectly extend or assent to the extension of time for payment of any interest upon any Notes or of any principal payable in respect of any Notes and that it will not directly or indirectly be or become a party to or approve any such arrangement by funding any payment of any interest upon said Notes or any principal thereof or in any other manner; and that the Bank shall and will deliver to the Trustee all Notes when paid as evidence of such payment. In case the time for the payment of any such interest or principal shall be so extended, whether or not such extension be by or with the consent of the Bank, notwithstanding anything herein or in the Notes contained, such interest and/or principal shall not be entitled in case of default hereunder to the benefit of this Indenture except the principal of all the Notes and of all interest on such Notes the payment of which has not been so extended.

Section 6.08. Trustee May Perform Covenants . That if the Bank shall fail to perform any covenant on its part herein contained, the Trustee may in its discretion, but (subject to Section 7.02) need not, notify the Note Holders of such failure or itself may, but need not, perform any of said covenants capable of being performed by it and, if any such covenant requires the payment or expenditure of money, it may make such payment or expenditure with its own funds, or with money borrowed by or advanced to it for such purpose, but shall be under no obligation so to do; and all sums so expended or advanced shall be repayable by the Bank in the manner provided in Section 6.06, but no such performance, expenditure or disbursement by the Trustee shall be deemed to relieve the Bank of any default hereunder of its continuing obligations and the covenants contained herein.

Section 6.09. Trustee Appointed Attorney . The Bank hereby irrevocably appoints the Trustee to be the attorney of the Bank in the name and on behalf of the Bank to execute and do any deeds, transfers, conveyances, assignments, assurances and things which the Bank ought to execute and do, and has not executed or done, under the covenants and provisions contained in this Indenture.

Section 6.10. Trustee Given Notice of Default . The Bank hereby covenants that if an Event of Default, or a default that may in time result in an Event of Default, occurs it shall notify the Trustee in writing forthwith of such occurrence. For greater certainty, the Trustee shall not have received notice of an Event of Default unless it has received written notice of such occurrence.

Section 6.11. Sanctions . The Bank hereby covenants and represents that (i) neither it nor any of its subsidiaries, affiliates, directors or officers are the target or subject of any sanctions enforced by the Canadian Government, the US Government, (including, the Office of Foreign Assets Control of the US Department of the Treasury (“ OFAC ”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “ Sanctions ”); (ii) it will not use any payments made pursuant to this Agreement or commit any action, or cause the Trustee to commit any action, under this Agreement: (a) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (b) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (c) in any other manner that will result in a violation of Sanctions by any person; and (iii) it complies with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and regulations thereunder and, to the best of its knowledge, is in compliance with the Special Economic Measures Act (Canada), the Freezing of Assets of Corrupt Foreign Officials Act Canada) the Justice for Victims of Corrupt Foreign Officials Act (Canada) and any orders or regulations under the United Nations Act (Canada).

ARTICLE 7

==> picture [148 x 9] intentionally omitted <==

Section 7.01. Events of Default . (a) The following events are herein sometimes referred to as “ Events of Default ”:

(i) if the Bank becomes insolvent, bankrupt, or an order for the winding-up or liquidation of the Bank is made by a court of competent jurisdiction; and

(ii) if a resolution is passed for the winding-up or liquidation of the Bank except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 9.01 are duly observed and performed or if the Bank institutes proceedings to be adjudicated bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it, or consents or does not object within the time limit therefor to the filing of any such petition.

Section 7.02. Notice of Events of Default . (a) If an Event of Default shall occur and be continuing, the Trustee shall, within a reasonable time, but not exceeding 30 days, after receipt of written notice of such event is obtained by the Trustee, give notice of such Event of Default to the Note Holders in the manner provided in Section 11.02, provided that, notwithstanding the foregoing, unless the Trustee shall have been requested to do so by the holders of at least 25% of the principal amount of the Notes then outstanding, the

Trustee shall not be required to give such notice if the Trustee reasonably believes that the withholding of such notice is in the best interest of the Note Holders and shall have so advised the Bank in writing. The Trustee shall not be charged with any knowledge of any Event of Default until it has received a written notice from the Bank that any such Event of Default has occurred or notice of such Event of Default has been delivered to the Bank by a Note Holder. The Bank shall deliver to the Trustee, forthwith upon receipt, any notice received from a Note Holder of any Event of Default.

(b) When notice of the occurrence of an Event of Default has been given under Section 7.02(a) and the Event of Default is thereafter cured, notice that the Event of Default is no longer continuing shall be given by the Trustee to the Note Holders in the manner provided in Section 11.02 within a reasonable time, but not exceeding 30 days, after the Trustee becomes aware that the Event of Default has been cured.

Section 7.03. Acceleration on Default . (a) In case of an Event of Default having occurred and being continuing the Trustee may, in its discretion, and shall upon receipt of a Note Holders’ Request, subject to the provisions of Section 7.04, by notice in writing to the Bank declare the principal of and interest on all Notes then outstanding and all other moneys outstanding hereunder with respect to the Notes to be due and payable and the same shall forthwith become immediately due and payable to the Trustee, anything therein or herein to the contrary notwithstanding, and the Bank shall forthwith pay to the Trustee for the benefit of the Note Holders the principal of and accrued and unpaid interest on the Notes together with interest at the same rate on such principal, interest and other moneys payable hereunder from the date of default until payment is received by the Trustee. Such payment when made shall be deemed to have been made in discharge of the Bank’s obligations hereunder with respect to the Notes and under the Notes and any moneys so received by the Trustee shall be applied in the manner provided in Section 7.07.

(b) Nothing herein shall be deemed to prevent the Trustee or, subject to Section 7.06, the holder of any Note from proving claims in any insolvency or winding up proceedings for such amounts in respect of the Notes as they may be permitted to claim under the laws applicable to such insolvency or winding up proceedings or from receiving payment of any such amounts.

Section 7.04. Waiver of Default . Upon the happening of any Event of Default:

(i) the holders of the Notes then outstanding by instrument in writing signed by the holders of a majority in aggregate principal amount of the outstanding Notes may instruct the Trustee to waive such Event of Default and/or to cancel any declaration made by the Trustee pursuant to Section 7.03 hereof, and the Trustee shall thereupon waive such default and/or cancel such declaration upon such terms and conditions as shall be prescribed in such requisition; and

(ii) the Trustee, so long as it has not become bound to declare the principal of and interest on the Notes then outstanding to be due and payable or to obtain or enforce payment of the same, shall have power to waive any default

hereunder if the same shall have been remedied or adequate satisfaction made therefor, and in such event to cancel any such declaration theretofore made by the Trustee in the exercise of its discretion, upon such terms and conditions as to the Trustee may deem advisable; provided that no act or omission either of the Trustee or of the Note Holders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder or the rights resulting therefrom.

Section 7.05. Enforcement by the Trustee . (a) Subject to the provisions of Section 7.04 and 12.14 and to the provisions of any Extraordinary Resolution that may be passed by the Note Holders, in case the Bank shall fail to pay to the Trustee, forthwith after the same shall have been declared to be due and payable under Section 7.03 hereof, the principal of and interest on the Notes then outstanding, together with any other amounts due thereunder, the Trustee may in its discretion and shall upon receipt of a Note Holders’ Request and upon being indemnified to its reasonable satisfaction against all costs, expenses and liabilities to be incurred and upon receiving such funds as it reasonably considers necessary as security for such indemnity, proceed in its name as Trustee hereunder to obtain or enforce payment of the said principal of and interest on all the Notes then outstanding together with any other amounts due thereunder by such proceedings authorized by this Indenture or by law or equity as the Trustee in such request shall have been directed to take, or if such request contains no such direction, or if the Trustee shall act without such request, then by such proceedings authorized by this Indenture or by suit at law or in equity as the Trustee shall deem expedient.

(b) The Trustee shall be entitled and empowered, either in its own name or as trustee of an express trust, or as attorney-in-fact for the holders of the Notes or in any one or more of such capacities, to file such proof of debt, amendment of proof of debt, claim, petition or other document as may be necessary or advisable in order to have the claim of the Trustee and of the holders of the Notes allowed in any insolvency, bankruptcy, liquidation or other judicial proceedings relative to the Bank or its creditors or relative to or affecting its property. The Trustee is hereby irrevocably appointed (and the successive respective holders of the Notes by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective holders of the Notes with authority to make and file in the respective names of the holders of the Notes, subject to deduction from any such claims of the amounts of any claims filed by any of the holders of the Notes themselves, any proof of debt, amendment of proof of debt, claim, petition or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such holders of the Notes as may be necessary or advisable in the opinion of the Trustee, in order to have the respective claims of the Trustee and of the holders of the Notes against the Bank or its property allowed in any such proceeding, and to receive payment of or on account of such claims; provided, however, that nothing contained in this Indenture shall be deemed to give to the Trustee, unless so authorized by Extraordinary Resolution, any right to accept or consent to any plan of reorganization or otherwise by action of any character in such proceeding to waive or change in any way any right of any Note Holder.

(c) The Trustee shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may be advised shall be necessary or advisable to preserve and protect its interest and the rights of the holders of the Notes.

(d) All rights of action hereunder may be enforced by the Trustee without the possession of any of the Notes or the production thereof on the trial or other proceedings relative thereto. Any such suit or proceeding instituted by the Trustee may be brought in the name or names of the Trustee as trustee of an express trust, and any recovery of judgment shall be for the rateable benefit of the holders of the Notes subject to the provisions of this Indenture. In any proceeding brought by the Trustee (and also any proceeding in which a declaratory judgment of a court may be sought as to the interpretation or construction of any provision of this Indenture, to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Notes and it shall not be necessary to make any holders of the Notes parties to any such proceeding.

Section 7.06. Suits by Note Holders . No holder of any Note shall have any right to institute any action, suit or proceeding at law or in equity for the purpose of enforcing payment of the principal of or interest on the Notes or for the execution of any trust or power hereunder or for the appointment of a liquidator or receiver or for a receiving order or to have the Bank wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy hereunder unless (a) such holder shall previously have given to the Trustee written notice of the happening of an Event of Default or a breach of one of the covenants of the Bank provided for in Article 6 and such breach shall have continued unremedied for a period of 60 days unless the Trustee (having regard to the subject matter of the breach) shall have agreed to a longer period, and, in such event, within the period agreed to by the Trustee; and (b) the holders of Notes by Extraordinary Resolution or by a Note Holders’ Request to the Trustee have requested the Trustee to take such action (unless such request is subsequently rescinded by instrument in writing signed by the holders of a majority in aggregate principal amount of the outstanding Notes); and (c) the holders of Notes or any of them shall have furnished to the Trustee, when so requested by the Trustee, sufficient funds and security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; and (d) the Trustee shall have failed to act within 30 days after such notification, request and offer of indemnity. If any holder of a Note shall, acting on behalf of himself and all other holders of Notes, be entitled to institute any action or proceeding in accordance with this Section 7.06, the Bank shall, in addition to the other moneys payable hereunder, pay to such holder if such action or proceeding is substantially successful the reasonable costs and expenses incurred in connection therewith.

Section 7.07. Application of Moneys by Trustee . (a) Except as herein otherwise expressly provided, any moneys received by the Trustee from the Bank pursuant to the foregoing provisions of this Article, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Bank shall be applied, together with any other moneys in the hands of the Trustee available for such purposes, subject to Section as follows:

(i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other moneys furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture;

(ii) second, but subject to the provisions of Section 8.02 and as hereinafter in this Section 7.07 provided, in payment of the principal of and accrued and unpaid interest then due on the Notes then outstanding and interest on amounts in default in the priority of principal first and then accrued and unpaid interest and interest on amounts in default, unless otherwise directed by Extraordinary Resolution, and in that case in such order or priority as between principal and interest as may be directed by such Extraordinary Resolution; and

(iii) third, in payment of the surplus, if any, of such moneys to the Bank or its assigns.

(b) The holders of Notes in respect of which no payments of principal have been received by the Trustee for the reason of the restrictions contained in subsection 7.03(b) shall not be entitled to participate in any distribution under clause (b) of subsection (1) of this Section (except a distribution on account of interest) until such restriction shall cease to apply to such Notes; thereafter the holders of such Notes shall be entitled to participate in the distribution under the said clause (b).

Section 7.08. Distribution of Proceeds . (a) Payments to holders of Notes pursuant to clause (b) of subsection 7.07(a) shall be made as follows:

(i) at least 10 Business Days’ notice of every such payment shall be given in the manner provided in Section 11.02 specifying the time when and the place or places where the Notes are to be presented and the amount of the payment and the application thereof as between principal and interest;

(ii) payment of any Note shall be made upon presentation thereof at any one of the places specified in such notice and any such Note thereby paid in full shall be surrendered, otherwise a memorandum of such payment shall be endorsed thereon; but the Trustee may in its discretion dispense with presentation and surrender or endorsement in any special case upon such indemnity being given as it shall deem sufficient;

(iii) from and after the date of payment specified in the notice, interest shall accrue only on the amount owing on each Note after giving credit for the amount of the payment specified in such notice unless the Note in respect of which such amount is owing be duly presented on or after the date so specified and payment of such amount be not made; and

(iv) the Trustee shall not be required to make any interim payment to Note Holders unless the moneys in its hands, after reserving therefrom such amount as the Trustee may think necessary to provide for the payments mentioned

in clause (a) of subsection 7.07(a), exceed 5% of the principal amount of the Notes then outstanding.

Section 7.09. Remedies Cumulative . No remedy herein conferred upon or reserved to the Trustee, or upon or to the holders of Notes, is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.

Section 7.10. Immunity of Shareholders, Etc . The Note Holders and the Trustee hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future incorporator, shareholder, Director or officer of the Bank, or of any successor bank for the payment of the principal of or interest on any of the Notes or on any covenant, agreement, representation or warranty by the Bank herein or in the Notes contained.

Section 7.11. Judgment Against the Bank . The Bank covenants and agrees with the Trustee that, in case of any judicial or other proceeding to enforce the rights of the Note Holders, judgment may be rendered against it in favour of the Note Holders or in favour of the Trustee, as trustee for the Note Holders, for any amount which may remain due in respect of the Notes and the interest thereon and any other moneys owing hereunder.

Section 7.12. Limitation of Liability . The obligations hereunder are not personally binding upon, nor shall resort hereunder be had to, the Directors or shareholders of the Bank or any of the past, present or future Directors or shareholders of the Bank or any of the past, present or future officers, employees or agents of the Bank, but only the property of the Bank shall be bound in respect hereof.

ARTICLE 8

SATISFACTION AND DISCHARGE

Section 8.01. Satisfaction and Discharge of Indenture . (a) This Indenture shall upon Bank Request cease to be of further effect with respect to any Notes (except as to any surviving rights of registration of transfer or exchange of such Notes herein expressly provided for), and the Trustee, at the expense of the Bank, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Notes, when:

(i) either

(A) all such Notes theretofore authenticated and delivered (other than (1) such Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.10, and (2) such Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Bank and thereafter repaid to

the Bank or discharged from such trust, as provided in Section 13.04) have been delivered to the Trustee for cancellation; or

(B) all such Notes not theretofore delivered to the Trustee for cancellation

(1) have become due and payable,

(2) will become due and payable at their Stated Maturity within one year, or

(3) 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 Bank,

and the Bank in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for this purpose an amount of money in the currency or currency units in which such Notes are payable sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(ii) the Bank has paid or caused to be paid all other sums payable hereunder by the Bank with respect to such Notes; and

(iii) the Bank 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 with respect to such Notes have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any Notes, (A) the obligations of the Bank to the Trustee under Section 6.06, the obligations of the Trustee to any Authenticating Agent under Section 2.05 and the right of the Trustee to resign under Section 12.05 shall survive, and (B) if money shall have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of this Section, the obligations of the Bank and/or the Trustee under Sections 8.02, 12.10 and Section 12.17 and the last paragraph of Section 13.05 shall survive.

Section 8.02. Application of Trust Money . All money deposited with the Trustee pursuant to Section 8.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Bank acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee, but such money need not be segregated from other funds except to the extent required by law.

ARTICLE 9 SUCCESSORS

Section 9.01. Certain Requirements . The Bank shall not, so long as any of the Notes are outstanding, directly or indirectly enter into any merger, consolidation, amalgamation, lease or other transaction whereby all or substantially all of its undertaking or assets would become the property of any other person (any such other person being herein referred to as a “ successor ”) unless:

(a)

(i) the successor executes, prior to or contemporaneously with the consummation of any such transaction, an indenture supplemental hereto together with such other instruments as are satisfactory to the Trustee and are necessary or advisable to evidence the assumption by the successor of the due and punctual payment of all the Notes and the interest thereon and all other moneys payable hereunder and the covenant of the successor to pay the same and its agreement to observe and perform all the covenants and obligations of the Bank under this Indenture;

(ii) such transaction shall to the satisfaction of the Trustee and be upon such terms as not to materially prejudice any of the rights and powers of the Trustee or of the Note Holders hereunder; and

(iii) no condition or event exists as to the Bank or the successor either at the time of or immediately after the consummation of any such transaction and after giving full effect thereto or immediately after the successor complying with the provisions of clause (i) above which constitutes or would with the giving of notice or lapse of time constitute an Event of Default or violation of any covenant or condition herein contained; or

(b)

(i) the successor results from the amalgamation of the Bank with one or more other banks and/or bodies corporate under an amalgamation agreement under Section 224 of the Bank Act and by virtue of which the successor is subject to all the duties, liabilities and obligations of the Bank under this Indenture and the Notes; and

(ii) no condition or event shall exist as to the Bank or the successor either at the time of or immediately after the consummation of any such amalgamation and after giving full effect thereto which constitutes or would with the giving of notice or lapse of time constitute an Event of Default or the violation of any covenant or condition herein contained; or

(c) the successor is a “bank holding company” of the Bank created in accordance with Section 677 or Section 678 of the Bank Act.

Section 9.02. Vesting of Powers in Successor . Whenever the conditions of Section 9.01 have been duly observed and performed the successor shall possess and from time to time may exercise each and every right and power of the Bank under this Indenture in the name of the Bank or otherwise and any act or proceeding by any provision of this Indenture required to be done or performed by any Directors or officers of the Bank may be done and performed with like force and effect by the directors or officers of such successor.

ARTICLE 10 AMENDMENTS

Section 10.01. Without Consent of Holders . Without the consent of any Holders of Notes, the Bank 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:

(a) to evidence the succession of another Person to the Bank under this Indenture and the Notes and the assumption by such successor Person of the obligations of the Bank hereunder;

(b) to add covenants and Events of Default for the benefit of the Holders of all such Notes or to surrender any right or power conferred by this Indenture upon the Bank or to make any change that does not adversely affect the legal rights hereunder of any Holder in any material respect;

(c) to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination shall become effective only after there are no such Notes entitled to the benefit of such provision outstanding;

(d) to establish the forms or terms of any Notes issued hereunder;

(e) to cure any ambiguity or correct any defect or inconsistency in this Indenture;

(f) to evidence the acceptance of appointment by a successor Trustee with respect to any Notes or otherwise;

(g) to qualify this Indenture under, or otherwise comply with, the indenture legislation, as defined in Section 12.01 hereof;

(h) to provide for uncertificated Notes in addition to certificated Notes;

(i) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any Notes, provided that such action does not adversely affect the interests of the Holders of such Notes; and

(j) to comply with the rules or regulations of any Notes exchange or automated quotation system on which any of the Notes may be listed or traded.

Not in limitation of the foregoing, without the consent of any Holder of Notes, the Bank and the Trustee may amend or supplement the Indenture or the Notes to conform the terms of the Indenture and the Notes to the “Description of the Notes” section in the offering memorandum, dated April 21, 2021, relating to the offering of the Notes.

Section 10.02. Supplemental Indentures with Consent of Holders . With the consent of the Holders of not less than a majority in aggregate principal amount of all Outstanding Notes affected by such supplemental indenture (voting as one class), the Bank 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 modifying in any manner the rights of Holders of Notes under this Indenture; provided that the Bank and the Trustee may not, without the consent of the Holder of each Outstanding Note affected thereby,

(a) change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any Note, or reduce the principal amount thereof or premium, if any, on or the rate of interest thereon or adversely affect any right to convert or exchange any Note into any other Note, or alter the method of computation of interest;

(b) reduce the percentage in principal amount of Notes required for any such supplemental indenture or for any waiver provided for in this Indenture;

(c) change the Bank’s obligation to maintain an office or agency for payment of Notes and the other matters specified herein;

(d) impair the right to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on, any Note;

(e) modify the provisions of this Indenture with respect to the subordination of any Note in a manner adverse to the Holder thereof; or

(f) modify any of the provisions of this Indenture relating to the execution of supplemental indentures with the consent of Holders of Notes which are discussed in this Section or modify any provisions relating to the waiver by Holders of Notes of past defaults and covenants, except to increase any required percentage or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 10.03. Execution of Supplemental Indentures . In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 12.03) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall

enter into any supplemental indenture which does not adversely affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 10.04. Effect of Supplemental Indentures . Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 10.05. Conformity with Trust Indenture Legislation . Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the indenture legislation, as defined in Section 12.01 hereof, as then in effect.

Section 10.06. Reference in Notes to Supplemental Indentures . Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Bank shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Bank, to any such supplemental indenture may be prepared and executed by the Bank and authenticated and delivered by the Trustee in exchange for Outstanding Notes. Failure to make a notation or issue a new Note shall not affect the validity and effect of any amendment, supplement or waiver.

ARTICLE 11

NOTICES

Section 11.01. Notice to Bank . Except as otherwise provided herein, any notice to the Bank under the provisions of this Indenture shall be valid and effective if given by:

(a) personal delivery or registered letter, postage prepaid, addressed to the Bank to the attention of the Corporate Secretary at the Head Office of the Bank at Suite 2002, 140 Fullarton Street, London, Ontario N6A 5P2. Any notice personally delivered in accordance with the foregoing shall be deemed to have been effectively given on the date of delivery and in the case of delivery by registered letter shall be deemed to have been received on the date five Business Days after the date of mailing.

(b) Electronic Methods . The Bank may from time to time notify the Trustee in writing of a change of address which thereafter, until changed by like notice, shall be the address of the Bank for all purposes of this Indenture.

Section 11.02. Notice to Note Holders . (a) Unless herein otherwise expressly provided, any notice to be given hereunder to Note Holders shall be deemed to be validly given if such notice is sent by unregistered surface or air mail, prepaid, addressed to such holders at their respective addresses appearing on the register of holders above mentioned; and if in the case of joint holders of any Note more than one address appears

in the register in respect of such joint holding, such notice shall be addressed only to the first address so appearing.

(b) Any notice so given by mail shall be deemed to have been given from the date of mailing. In determining under any provision hereof the date when notice of any meeting, redemption or other event must be given, the date of giving the notice shall be included and the date of the meeting, redemption or other event shall be excluded. Accidental error or omission in giving notice or accidental failure to mail notice to any Note Holder shall not invalidate any action or proceeding founded thereon.

(c) In determining under any provision hereof the date when notice of any meeting, redemption or other event must be given, the date of giving the notice shall be included and the date of the meeting, redemption or other event shall be excluded when counting the number of days in any period of time.

Section 11.03. Notice to Trustee . Any notice to the Trustee under the provisions of this Indenture shall be valid and effective if given by:

(a) personal delivery or registered letter, postage prepaid, addressed to the Trustee at 1 York Street, 6th Floor, Toronto, Ontario M5J 0B6, Canada to the attention of Corporate Trust Administration and shall be deemed in the case of personal delivery to have been received on the date of delivery and in the case of a registered letter shall be deemed to have been effectively given on the date five Business Days after the date of mailing; or

(b) facsimile, to the attention of the Corporate Trust Administration, BNY Trust Company of Canada at (416) 360-1711, in which case notice shall be deemed to have been received on the day of sending; or

(c) Electronic Methods . The Trustee may from time to time notify the Bank in writing of a change of address which thereafter, until changed by like notice, shall be the address of the Trustee for all purposes of this Indenture.

Section 11.04. Postal Disruption . In the event of a postal disruption, any notice to be given by mailing shall, in the case of notice to the Bank or the Trustee, be deemed to be validly given if personally delivered to a responsible officer of such party and, in the case of notice to the holders of Notes, shall be deemed to be validly given if given in any manner acceptable to the Trustee.

Section 11.05. Electronic Communications . The Trustee shall be entitled to treat a facsimile, pdf or e-mail communication or communication by other similar electronic means in a form satisfactory to the Trustee (“ Electronic Methods ”) from a person purporting to be (and whom such Trustee, acting reasonably, believes in good faith to be) the authorized representative of the Bank, as sufficient instructions and authority of the Bank for the Trustee to act and shall have no duty to verify or confirm that person is so authorized. The Trustee shall have no liability for any losses, liabilities, costs or expenses incurred by it as a result of such reliance upon or compliance with such instructions or directions. The Bank agrees: (a) to assume all risks arising out of the use of such

Electronic Methods to submit instructions and directions 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; (b) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by the Bank; (c) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (d) to receive communications from the Trustee by Electronic Methods.

ARTICLE 12

==> picture [132 x 10] intentionally omitted <==

Section 12.01. Trust Indenture Legislation . (a) In this Article 12, the expression “indenture legislation” means the provisions, if any, of any statute of Canada or the United States, or any Province or State thereof, and of any regulations under any such statute, relating to trust indentures and to the rights, duties and obligations of trustees under trust indentures and of corporations issuing debt obligations under trust indentures, to the extent that such provisions are in the opinion of Counsel at the time in force and applicable to this Indenture or the Bank.

(b) The Bank and the Trustee agree that each will at all times in relation to this Indenture and in relation to any action to be taken hereunder observe and comply with and be entitled to the benefits of the indenture legislation.

(c) If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any mandatory requirement of indenture legislation, such mandatory requirement shall prevail.

Section 12.02. No Conflict of Interest . The Trustee represents to the Bank and for the benefit of the Note Holders that at the date of the execution and delivery of this Indenture there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder.

Section 12.03. Duties of the Trustee . The Trustee, in exercising its powers and discharging its duties hereunder, shall:

(a) act honestly and in good faith with a view to the best interests of the Note Holders; and

(b) exercise the care, diligence and skill of a reasonably prudent trustee.

Section 12.04. Reliance Upon Declarations . The Trustee will not be in contravention of the provisions of Section 12.03 above if it acts and relies in good faith upon statutory declarations, certificates, opinions, reports, resolutions or notices furnished pursuant to the provisions hereof or required by the Trustee to be furnished to it in the exercise of its rights and duties hereunder if such statutory declarations,

certificates, opinions, reports, resolutions or notices comply with the provisions of Section 12.06 below, if applicable, and with any other applicable provisions of this Indenture.

Section 12.05. Replacement of Trustee . (a) The Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Bank 90 days’ notice in writing or such shorter notice as the Bank may accept as sufficient. If at any time a material conflict of interest exists in the Trustee’s role as a fiduciary hereunder the Trustee shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in this Section, except that only 30 days’ notice in writing shall be required. The Note Holders by Extraordinary Resolution shall have power at any time to remove the Trustee and to appoint a new Trustee. In no event shall any resignation or removal of the Trustee become effective until a new Trustee assumes all powers, rights, duties and responsibilities of the Trustee hereunder. In the event of the Trustee resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Bank shall forthwith appoint a new Trustee unless a new Trustee has already been appointed by the Note Holders; failing such appointment by the Bank, the retiring Trustee at the Bank’s expense or any Note Holder may apply to a Justice of the Superior Court of Justice of Ontario on such notice as such Justice may direct, for the appointment of a new Trustee; but any new Trustee so appointed by the Bank or by the Court shall be subject to removal as aforesaid by the Note Holders. Any new Trustee appointed under any provision of this Section shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario. On any new appointment the new Trustee upon execution of a counterpart of this Indenture shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee.

(b) Any corporation into which the Trustee may be merged or with which it may be consolidated or amalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party, or any corporation to whom the Trustee has transferred substantially all of its corporate trust business, shall be the successor Trustee under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor trustee or of the Bank, the Trustee ceasing to act if it still exists at law, at the Bank’s expense, shall execute and deliver an instrument assigning and transferring to such successor Trustee, upon the trusts herein expressed, all the rights, powers and trusts of the Trustee so ceasing to act, and at the Bank’s expense shall duly assign, transfer and deliver all property and money held by such Trustee to the successor trustee so appointed in its place. Should any deed, conveyance or instrument in writing from the Bank be required by any new Trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of such new Trustee, be made, executed, acknowledged and delivered by the Bank.

Section 12.06. Evidence and Authority to the Trustee . (a) The Bank shall furnish to the Trustee evidence of compliance with the conditions provided for in this Indenture

relating to any action or step required or permitted to be taken by the Bank or the Trustee under this Indenture or as a result of any obligation imposed under this Indenture, including, without limitation, the issue, certification and delivery of Notes hereunder, the satisfaction and discharge of this Indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Bank forthwith if and when (i) such evidence is required by any other section of this Indenture to be furnished to the Trustee in accordance with the terms of this Section 12.06, or (ii) the Trustee, in the exercise of its rights and duties under this Indenture, gives the Bank written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of:

(i) a Certificate of the Bank or a statutory declaration made by persons entitled to sign a Certificate of the Bank stating that any such condition has been complied with in accordance with the terms of this Indenture;

(ii) in the case of any such condition, compliance with which is, by the terms of this Indenture, made subject to review by legal counsel, an opinion of Counsel that such condition has been complied with in accordance with the terms of this Indenture; and

(iii) in the case of any such condition, compliance with which is, by the terms of this Indenture, made subject to review or examination by an auditor or accountant, an opinion or report of the auditors of the Bank or any accountant licensed under the Public Accountancy Act (Ontario) based on the examinations or enquiries required to be made under the terms of this Indenture,

in each case approved by the Trustee, that such condition has been complied with in accordance with the terms of this Indenture.

Whenever such evidence relates to a matter other than the issue, certification and delivery of Notes, the satisfaction and discharge of this Indenture or the taking of any other action to be taken by the Trustee at the request of or on the application of the Bank, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any lawyer, auditor, accountant, engineer or appraiser or any other person whose qualifications give authority to a statement made by such person, provided that if such report or opinion is furnished by a Director, officer or employee of the Bank it shall be in the form of a Certificate of the Bank.

(b) Each statutory declaration, certificate, opinion or report furnished to the Trustee as evidence of compliance with a condition provided for in this Indenture shall include a statement by the person giving the evidence (i) declaring that such person has read and understands the provisions of this Indenture relating to the condition in question, (ii) describing the nature and scope of the examination or investigation upon which such person based the statutory declaration, certificate, opinion or report, and (iii) declaring that such person has made such examination or investigation as such person believes necessary to enable such person to make the statements or give the opinions contained or expressed therein.

(c) At least once in each twelve-month period beginning on the date the Notes are first issued hereunder and at any other reasonable time upon the demand of the Trustee, the Bank shall furnish the Trustee with a certificate that the Bank has complied with all requirements contained in this Indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an Event of Default, and with all covenants and conditions contained in this Indenture or, if there has been failure to so comply, giving particulars thereof. Upon the demand of the Trustee, the Bank shall furnish the Trustee with evidence in such form as the Trustee may require as to compliance with any condition contained in this Indenture relating to any action required or permitted to be taken by the Bank or as a result of any obligation imposed by this Indenture.

(d) Except as herein otherwise expressly provided, the Trustee may act on and rely in acting upon any resolution, direction, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, facsimile, electronic mail or other document, including, without limitation, any Certified Resolution, Certificate of the Bank or Written Order of the Bank, reasonably believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

Section 12.07. Certificate of the Bank as Evidence . Except as otherwise specifically provided or prescribed by this Indenture, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, the Trustee, if acting in good faith, may act and rely upon a Certificate of the Bank.

Section 12.08. Experts, Advisers and Agents . Subject in all cases, for greater certainty, to Section 12.03, the Trustee may:

(a) in relation to these provisions act and rely on the opinion or advice of or information obtained from any solicitor, counsel, auditor, valuer, engineer, surveyor, or other expert, whether obtained by the Trustee or by the Bank, or otherwise, and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and

(b) employ such agents and other assistants as it may reasonably require for the proper determination and discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof. Any solicitors or counsels employed or consulted by the Trustee may, but need not be, solicitors or counsels for the Bank.

The Trustee shall not be liable for any action taken, suffered or omitted by any such solicitors, counsel, auditors, valuer, engineer, surveyor, experts, advisers or agents appointed in good faith and with due care by the Trustee.

Section 12.09. Trustee May Deal in Notes . Subject to Section 12.02 the Trustee and its affiliates, as such term is defined in the Trust and Loan Companies Act, may buy, sell, lend upon and deal in the Notes and generally contract and enter into financial transactions with the Bank or otherwise, without being liable to account for any profits made thereby.

Section 12.10. Investment of Funds . (a) Unless otherwise provided in this Indenture, any moneys held by the Trustee which under the trusts of this Indenture may or ought to be invested or which may be on deposit with the Trustee or which may be in the hands of the Trustee, may be invested and reinvested in the name or under the control of the Trustee in Authorized Investments upon written instruction by the Bank. For the purpose hereof, “ Authorized Investments ” means short term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a Province of Canada or a Canadian chartered bank (which may include an Affiliate or related party of the Trustee) provided that such securities are expressed to mature within two years after their purchase by the Trustee, and unless and until the Trustee shall have declared the principal of and interest on the Notes to be due and payable, the Trustee shall so invest such moneys only on the direction of the Bank. Any direction from the Bank to the Trustee shall be in writing and shall be provided to the Trustee no later than 10:00 a.m. (Toronto time) on the day on which the investment is to be made. Any such direction received by the Trustee after 10:00 a.m. (Toronto time) or received on a day that is not a Business Day, shall be deemed to have been given prior to 10:00 a.m. (Toronto time) the next Business Day. Absent direction of the Bank, any moneys held by the Trustee will be uninvested, and the Trustee shall not be liable to account for any interest.

(b) Pending the investment of any moneys as hereinbefore provided, such moneys may be deposited in the name of the Trustee in the deposit department of any Canadian chartered bank or in the deposit department of one of the Affiliates of a Canadian chartered bank or, with the consent of the Bank, in the deposit department of the Trustee or one of the Trustee’s Affiliates; but the Trustee and its Affiliates shall not be liable to account for any profit or loss of profit to any parties to this Agreement or to any other person or entity other than at a rate, if any, established from time to time by the Trustee or one of its Affiliates. For the purpose of this Section, “ Affiliate ” means affiliated companies within the meaning of the Business Corporations Act (Ontario) (“ OBCA ”); and includes Bank of New York Mellon and each of its affiliates within the meaning of the OBCA.

(c) Unless and until the Trustee shall have declared the principal of and interest on the Notes to be due and payable the Trustee shall pay over to the Bank all interest received by the Trustee in respect of any investment or deposits made pursuant to the provisions of this Section. Nothing in this Indenture imposes a liability upon the Trustee to pay to any Person any interest in respect of any uninvested amounts or deposits.

(d) Subject to Section 12.03, the Trustee shall not be held liable for any losses or loss of profits incurred in the investment of or the sale of any investment of any funds in Authorized Investments.

Section 12.11. Trustee Not Ordinarily Bound . Except as provided in Section 7.03 and as otherwise specifically provided herein, the Trustee shall not, subject to the provisions of indenture legislation, be bound to give notice to any person of the execution hereof, nor to do, observe or perform or see to the observance or performance by the Bank of any of the obligations herein imposed upon the Bank or of the covenants on the part of the Bank herein contained, nor in any way to supervise or interfere with the conduct of the Bank’s business, unless the Trustee shall have been required to do so by a Note Holders’ Request or by any Extraordinary Resolution of the Note Holders passed in accordance with the provisions contained in Article 10, and then only upon compliance with Section 12.14.

Section 12.12. Trustee Not Required to Give Security . The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises.

Section 12.13. Trustee Not to be Appointed Receiver . The Trustee and any person related to the Trustee shall not be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Bank.

Section 12.14. Conditions Precedent to the Trustee’s Obligations to Act . (a) Notwithstanding any other provision in this Indenture, the obligation of the Trustee to commence any act, action or proceeding for the purpose of enforcing or determining its rights or enforcing or determining the obligations of the Bank hereunder or under the Notes shall be conditional upon the Note Holders or the Bank, as the case may be, furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and security and indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against liabilities, claims and demands incurred thereby.

(b) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers.

(c) The Trustee, before commencing or at any time during the continuance of any such act, action or proceeding, may require the Note Holders at whose instance it is acting to deposit with the Trustee the Notes held by them for which Notes the Trustee shall issue receipts.

Section 12.15. Acceptance of Trust . The Trustee hereby accepts the trusts in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and in trust for the various persons who shall from time to time be Note Holders, subject to all the terms and conditions herein set forth.

Section 12.16. Limitation of Liability . (a) The Trustee shall not be liable for any consequential, punitive, lost profits or special damages.

(b) The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence

beyond the control of the Trustee and without its negligence and not avoidable or surmountable by the exercise of its duties in accordance with Section 12.03 (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, or an epidemic or pandemic, any act of terrorism, cyber terrorism, loss or malfunctions of utilities, computer (hardware or software) or communication services or the unavailability of any wire or facsimile or other wire or communication facility).

(c) The Trustee shall not incur any liability for errors in judgment made in good faith unless: (i) it is negligent in ascertaining pertinent facts, (ii) it has otherwise failed to meet its duties and obligations set out herein, including exercising the care, diligence and skill of a reasonably prudent trustee, or (iii) any loss results from negligence or wilful misconduct. The liability of the Trustee is limited to the performance or non-performance of any act or fulfilment or non-fulfillment of any duties, obligations or responsibilities expressly stated in this Indenture.

Section 12.17. Indemnity . The Bank shall indemnify and save harmless the Trustee, its officers, directors, employees and agents from and against all losses, actions, costs, liabilities, claims, demands, fees and disbursements of whatever kind or nature, which may at any time be suffered by, imposed on, incurred by or asserted against the Trustee, howsoever arising from or out of any act, omission or error of the Trustee made in connection with its acting as Trustee under this Indenture unless arising from negligence or wilful misconduct on the part of the Trustee or its officers, directors, employees or agents. Notwithstanding any resignation or removal of the Trustee, the occurrence of a Trigger Event or NVCC Automatic Conversion, or discharge of this Indenture, such indemnity shall continue in respect of all actions, omissions or errors of the Trustee made in connection with its acting as Trustee under this Indenture unless arising from negligence or wilful misconduct on the part of the Trustee or its officers, directors, employees or agents.

ARTICLE 13 DEFEASANCE

Section 13.01. Applicability of Article . The provisions of this Article shall be applicable to each series of Notes except as otherwise specified for Notes of such series.

Section 13.02. Legal Defeasance . In addition to discharge of the Indenture pursuant to Section 8.01, at any time after the fifth anniversary of the Issue Date of the Notes, the Bank shall be deemed to have paid and discharged the entire indebtedness on all such Notes on the 91st day after the date of the deposit referred to in Clause (i) below, and the provisions of this Indenture with respect to such Notes shall no longer be in effect (except as to (a) rights of registration of transfer and exchange of such Notes and the Bank’s right of optional redemption, if any, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Holders of Notes to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (d) the rights, obligations, duties and

immunities of the Trustee hereunder, and the Bank’s obligations in connection therewith (including, but not limited to Section 6.06), (e) the rights, if any, to convert or exchange such Notes and (f) the rights of Holders of such Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, at the expense of the Bank, shall, upon a Bank Request, execute proper instruments acknowledging the same, if the conditions set forth below are satisfied (hereinafter, “ defeasance ”):

(i) The Bank has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged as Note for, and dedicated solely to, the benefit of Holders of such Notes (A) cash in an amount, or (B) in the case of any Notes the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (C) a combination thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal and interest and premium, if any, on all such Notes on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (iii) below, and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and such Notes;

(ii) The Bank has delivered to the Trustee an Opinion of Counsel based on the fact that (A) the Bank has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and such opinion shall confirm that, Holders of such Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;

(iii) If the Notes are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made;

(iv) No Event of Default or event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit;

(v) Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the indenture legislation (assuming all Notes are in default within the meaning of such legislation);

(vi) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Bank is a party or by which it is bound;

(vii) Such defeasance shall not result in the trust arising from such deposit constituting an investment Bank within the meaning of the Investment Bank Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder;

(viii) Prior approval of OSFI has been obtained and any additional requirements that OSFI has imposed with respect to the defeasance contemplated by this provision have been met (provided however that if, due to a change in law, regulation or policy subsequent to the Issue Date, OSFI does not require that defeasance of instruments be subject to OSFI approval in order for the Notes to be accorded “Tier 2 Capital” treatment, then no such approval of OSFI will be required for the defeasance contemplated by this provision); and

(ix) The Bank has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with.

(g) For this purpose, such defeasance means that the Bank and any other obligor upon such Notes shall be deemed to have paid and discharged the entire debt represented by such Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 13.04 and the rights and obligations referred to in Clauses (a) through (f), inclusive, of the first paragraph of this Section, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned.

Section 13.03. Covenant Defeasance . At any time after the fifth anniversary of the Issue Date of the Notes, the Bank and any other obligor shall be released on the 91st day after the date of the deposit referred to in Clause (a) below from its obligations under Section 9.01 with respect to any Notes on and after the date the conditions set forth below are satisfied (hereinafter, “ covenant defeasance ”), and such Notes shall thereafter be deemed to be not “Outstanding” for the purposes of any request, demand, authorization, direction, notice, waiver, consent or declaration or other action or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed Outstanding for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Notes, the Bank may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section or by reason of any reference in such Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 7.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. The following shall be the conditions to application of this Section 13.03:

(a) The Bank has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as Note for, and dedicated solely to, the benefit of Holders of such Notes, (i) cash in an amount, or (ii) in the case of any Notes the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest and premium, if any, on all such Notes on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (b) below, and (B) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the Indenture and such Notes, provided, that if such U.S. Government Obligations are callable or redeemable at the option of the issuer thereof, the amount of such money and U.S. Government Obligations deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness referred to above if such issuer elects to exercise such call or redemption provisions at any time prior to the Redemption Date or mandatory sinking fund payment date;

(b) If the Notes are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made;

(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the date of such deposit;

(d) The Bank has delivered to the Trustee an Opinion of Counsel which shall confirm that Holders of such Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit and covenant defeasance had not occurred;

(e) Such covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the indenture legislation (assuming all Notes are in default within the meaning of such legislation);

(f) Such covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Bank is a party or by which it is bound;

(g) Such covenant defeasance shall not result in the trust arising from such deposit constituting an investment Bank within the meaning of the Investment Bank Act

of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder;

(h) Prior approval of OSFI has been obtained and any additional requirements that OSFI has imposed with respect to the defeasance contemplated by this provision have been met (provided however that if, due to a change in law, regulation or policy subsequent to the Issue Date, OSFI does not require that defeasance of instruments be subject to OSFI approval in order for the Notes to be accorded “Tier 2 Capital” treatment, then no such approval of OSFI will be required for the defeasance contemplated by this provision); and

(i) The Bank has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent provided for relating to the covenant defeasance contemplated by this provision have been complied with.

Section 13.04. Application by Trustee of Funds Deposited for Payment of Notes . All moneys or U.S. Government Obligations deposited with the Trustee pursuant to Sections 13.02 or 13.03 (and all funds earned on such moneys or U.S. Government Obligations) shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Bank acting as its own Paying Agent), to Holders of such particular Notes for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law.

Section 13.05. Repayment to the Bank . The Trustee and any Paying Agent promptly shall pay or return to the Bank upon Bank Request any money and U.S. Government Obligations held by them at any time that are not required for the payment of the principal of and any interest on any Notes for which money or U.S. Government Obligations have been deposited pursuant to Section 13.02 or 13.03, which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amounts required to effect the defeasance with respect to the Outstanding Notes in question.

Any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the Maturity of any Notes for which money or U.S. Government Obligations have been deposited pursuant to Sections 13.02 or 13.03 shall be paid to the Bank pursuant to a Bank Request and the Trustee or any Paying Agent shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the state which escheat laws control for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Bank as trustee thereof, shall thereupon cease; provided, however , that the Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Bank cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any

unclaimed balance of such money then remaining will be paid to the state whose escheat laws control.

Section 13.06. Reinstatement . If the Trustee or the Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Bank under this Indenture and the applicable Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Indenture until such time as the Trustee or the Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article; provided, however, that if the Bank has made any payment of principal of or interest on any such Notes because of the reinstatement of its obligations, the Bank shall be subrogated to the rights of Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or the Paying Agent.

ARTICLE 14

EXECUTION AND FORMAL DATE

Section 14.01. Execution . This Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument. This Indenture may be executed by way of electronic signature (including through an information system such as DocuSign) and any such execution of this Indenture shall be of the same legal effect, validity or enforceability as a manually executed signature.

Section 14.02. Formal Date . This Indenture may be referred to as bearing the formal date of April 30, 2021 irrespective of the actual date of execution hereof.

IN WITNESS WHEREOF the parties hereto have executed these presents under the hands of their proper officers in that behalf.

VERSABANK

“Shawn Clarke”

______ Name: Shawn Clarke Title: Chief Financial Officer

[ Signature page to the Indenture ]

BNY TRUST COMPANY OF CANADA, as Canadian Co-Trustee

“Manuel Arias”

______ Name: Manuel Arias Title: Authorised Signatory

THE BANK OF NEW YORK MELLON, as Trustee

“Teresa H. Wyszomierski”

______ Name: Teresa H. Wyszomierski Title: Vice President

[ Signature page to the Indenture ]

EXHIBIT A

[FACE OF NOTE]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the ERISA Legend]

[Insert the Canadian Legend, if applicable pursuant to the provisions of the Indenture]

A-1

VERSABANK

[RULE 144A][REGULATION S] [GLOBAL] NOTE Representing [up to] US$75,000,000 5.00% FIXED TO FLOATING RATE SUBORDINATED NOTES DUE 2031

CUSIP NO [92512J AB2][1]

[C9589D AA6][2]

No.

Initial Principal Amount US$

VersaBank, a Schedule I bank governed by the Bank Act (Canada) with its head and registered office in the Province of Ontario, promises to pay to , or registered assigns, the principal sum of U.S. dollars on May 1, 2031[, or such other principal amount as is indicated on the attached schedule] .

Interest Payment Dates: May 1 and November 1, commencing November 1, 2021, until May 1, 2026; thereafter, if not redeemed by VersaBank, on the 1st day of each of February, May, August and November in each year, commencing May 1, 2026, until May 1, 2031.

Record Dates: Prior to May 1, 2026, April 15 and October 15, and after May 1, 2026, January 15, April 15, July 15 and October 15.

Additional provisions of this Note are set forth on the other side of this Note.

1 For Notes sold in reliance on Rule 144A.

2 For Notes sold in reliance on Regulation S.

A-2

IN WITNESS WHEREOF, the Bank has caused this instrument to be duly executed. Dated: , 20

VersaBank

By:

Name: Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:

Dated: , 20

THE BANK OF NEW YORK MELLON, as Trustee

By:

Name: Title:

A-4

[BACK OF NOTE] VERSABANK 5.00% FIXED TO FLOATING RATE SUBORDINATED NOTES DUE 2031

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Interest . VersaBank, a Schedule I bank governed by the Bank Act (Canada) with its head and registered office in the Province of Ontario, (such Person, and its respective successors and assigns under the Indenture hereinafter referred to, being herein called the “ Bank ”), promises to pay interest on the outstanding principal amount of this Note at the rate of 5.00% per annum from November 1, 2021 until May 1, 2026 (the “ Initial Term ”), and thereafter until maturity (the “ Quarterly Interest Rate Term ”), at a rate equal to the sum of the Three-month Bankers’ Acceptance Rate and 3.61%, payable quarterly in arrears on each relevant Interest Payment Date (as defined below). During the Initial Term, the Bank will pay interest semi-annually in arrears on May 1 and November 1 of each year and during the Quarterly Interest Rate Term, the Bank will pay interest quarterly in arrears on February 1, May 1, August 1 and November 1 of each year, or, in each case, if any such day is not a Business Day, on the next succeeding Business Day (each, an “ Interest Payment Date ”); provided, that the first Interest Payment Date will be November 1, 2021. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest will accrue from such next succeeding Interest Payment Date. The Bank will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the rate then in effect; it will pay, to the extent lawful, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate as on overdue principal. The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. Solely for purposes of disclosure under the Interest Act (Canada), the yearly rate of interest to which interest is calculated under a Note for any period in any calendar year (the “ Calculation Period ”) is equivalent to the rate payable under a Note in respect of the Calculation Period multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the Calculation Period.

For purposes of this Global Note, the term “ Three-month Bankers’ Acceptance Rate ” means, for any quarterly interest period following the Interest Reset Date, the average bid rate of interest (expressed as an annual percentage rate) rounded to the nearest one-hundred-thousandth of 1.00% (with .000005 % being rounded up) for Canadian dollar bankers’ acceptances with maturities of three months which appears on the Reuters Screen CDOR Page (as defined in the Indenture) as of 10:15 a.m., Toronto

A-5

time, on the first business day of such quarterly interest period. If such rate does not appear on the Reuters Screen CDOR Page on such day, the Three-month Bankers’ Acceptance Rate for such period shall be the average of the bid rates of interest (expressed and rounded as set forth above) for Canadian dollar bankers’ acceptances with maturities of three months for same-day settlement as quoted by such of the Schedule I banks (as defined in the Bank Act) as may quote such a rate as of 10:15 a.m., Toronto time, on the first business day of such quarterly interest period. Notwithstanding the foregoing, if the Bank, a relevant regulatory supervisor or relevant administrator determines that the Three-month Bankers’ Acceptance Rate has been permanently or indefinitely discontinued, other provisions in the Indenture shall apply.

Method of Payment . The Bank will pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business (i) on the April 15 or October 15 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date during the Initial Term and (ii) the January 15, April 15, July 15 or October 15 next preceding the Interest Payment Date during the Quarterly Interest Rate Period, except as provided in Section 2.14 of the Indenture with respect to Defaulted Interest. The Notes will be payable as to principal, premium, if any, and interest by, in the case of Notes represented by the Global Notes, wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or its nominee and, in the case of Definitive Notes, wire transfer of immediately available funds to the accounts specified by the Holders of the Notes or, if no such account is specified, by mailing a check to each such Holder at its address set forth in the register of Holders. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Holders must surrender their Notes to the Paying Agent to collect payments of principal and premium, if any.
Paying Agent and Registrar . Initially, The Bank of New York Mellon will act as Paying Agent and Registrar. The Bank may appoint and change any Paying Agent or Registrar without prior notice to any Holder, and the Bank or any of its Subsidiaries may act as Paying Agent or Registrar, all in accordance with the Indenture.
Indenture . The Bank issued the Notes under an Indenture, dated as of April 30, 2021 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), between the Bank, The Bank of New York Mellon, as the Trustee, and BNY Trust Company of Canada as the Canadian Co-trustee. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling (to the extent permitted by law). The Notes are unsecured obligations of the Bank. The Bank initially has issued US$75,000,000 in aggregate principal amount of Notes. The Bank may issue Additional Notes under the Indenture.
Optional Redemption . On or after May 1, 2026, the Bank may, at its option, with the prior approval of the Superintendent, redeem the Notes, in whole at any time or in part from time to time, on not less than 30 days’ nor more than 60 days’ prior

A-6

notice to the registered holder at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest to but excluding the date fixed for redemption, all as more fully provided in the Indenture.

At any time on or after a Special Event Redemption Date, the Bank may, at its option, with the prior approval of the Superintendent, on not less than 30 days’ nor more than 60 days’ prior notice to the registered holder, redeem all (but not less than all) of the Notes at a redemption price that is equal to the greater of: (i) the Canada Yield Price and (ii) the principal amount thereof, together in either case, with accrued and unpaid interest to, but excluding, the date fixed for redemption, all as more fully provided in the Indenture.

Upon the occurrence of a Trigger Event (as defined in the Indenture), each outstanding Note will automatically and immediately be converted, on a full and permanent basis, without the consent of the holder thereof, into a number of common shares of the Bank equal to, subject to Section 3.05 of the Indenture, (Multiplier x Note Value) ÷ Conversion Price (each as defined in the Indenture).

The Bank may, subject to the prior approval of the Superintendent, purchase Notes in the market or by tender or by private contract at any price.

Mandatory Redemption . Except as provided in the Indenture, the Bank shall not be required to make any mandatory or sinking fund payments with respect to the Notes.
Denominations, Transfer, Exchange . The Notes are in registered form without coupons in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The Bank shall notify the Trustee and any Holder promptly of a change to the minimum denomination of any Notes. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar or the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Bank may require a Holder to pay any tax or similar charge or other fee required by law and payable in connection therewith or permitted by the Indenture. The Bank is not required to exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Bank is not required to exchange or register the transfer of any Notes for a period of 15 days before the day of any selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.
Persons Deemed Owners . The registered Holder of a Note may be treated as its owner for all purposes. Only registered Holders shall have rights hereunder.
Amendment, Supplement and Waiver . Subject to certain exceptions, the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in outstanding principal amount of the Notes, and any existing Default or compliance with any provision of the Indenture or the Notes may be

A-7

waived with the written consent of the Holders of at least a majority in outstanding principal amount of the Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented with respect to certain matters specified in the Indenture.

Defaults . If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared (or will become) due and payable in the manner and with the effect provided in the Indenture.
Defeasance . The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Bank on this Note and (ii) certain restrictive covenants and the related Events of Default, subject to compliance by the Bank with certain conditions set forth in the Indenture, which provisions apply to this Note.
Authentication . This Note will not be valid until authenticated by the manual or electronic signature of the Trustee or an Authenticating Agent.
Abbreviations . Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors Act).
Governing Law . THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.
CUSIP Numbers . Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Bank has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or similar numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Bank will furnish to any Holder upon written request and without charge a copy of the Indenture.** Requests may be made to:

VersaBank Suite 2002, 140 Fullarton Street London, Ontario N6A 5P2 Canada Attention: Brent Hodge

A-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _______ (Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I. D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint _________

to transfer this Note on the books of the Bank. The agent may substitute another to act for him.

Date: Your Signature: (Sign exactly as your name appears on the face of this Note)

Signature Guarantee:**______

A-9

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Bank pursuant to Section 5.01 of the Indenture, check the box below:

☐

If you want to elect to have only part of this Note purchased by the Bank pursuant Section 5.01 of the Indenture, state the amount you elect to have purchased:

US$__

Date:

Your Signature:______

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.: _____

If Note is held through a custodian, name of the custodian through which the Note is held:

Name of Beneficial Holder: _______

DTC Custodian’s Name: _________

DTC Custodian’s Participant Number:___

Custodian Contact Name: ________ Address:

Phone Number: Email Address:

Signature Guarantee:** ____

A-10

[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is US$_____. The following increases or decreases in this Global Note have been made:

			Principal
	Amount of	Amount of	Amount of	Signature of
	Decrease in	Increase in	this Global	Authorized
	Principal	Principal	Note	Officer of
	Amount of	Amount of	Following	Trustee or
Date of	this Global	this Global	such Decrease	Notes
Exchange	Note	Note	or Increase	Custodian

A-11

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

VersaBank Suite 2002, 140 Fullarton Street London, Ontario N6A 5P2 Canada

The Bank of New York Mellon, as Trustee 240 Greenwich Street, 7E, New York, New York 10286, Attention: Corporate Trust Administration Fax No.: (212) 815-5366

BNY Trust Company of Canada, as Canadian Co-Trustee 1 York Street, 6[th] Floor Toronto, Ontario M5J 0B6

Re: VersaBank 5.00% Fixed to Floating Rate Subordinated Notes due 2031

CUSIP

Reference is hereby made to the Indenture, dated as of April 30, 2021 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), between VersaBank (the “ Bank ”), The Bank of New York Mellon, as trustee, and BNY Trust Company of Canada, as Canadian Co-trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “ Transferor ”) owns and proposes to transfer the Note[s] or beneficial interest in such Note[s] in the principal amount of US$ (the “ Transfer ”), to (the “ Transferee ”). In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Notes Act of 1933, as amended (the “ Notes Act ”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred

B-1

beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Notes Act.

☐ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Notes Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Notes Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Notes Act and (iv) if the Transfer is being made prior to the expiration of the Restricted Period, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Notes Act.
☐ Check if Transferee will take delivery of a beneficial interest in a Restricted Global Note or a Restricted Definitive Note pursuant to any provision of the Notes Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Notes Act (other than Rule 144A or Regulation S) and any applicable blue sky securities laws of any state of the United States.
☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a) ☐ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Notes Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Notes Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

B-2

(b) ☐ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Notes Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Notes Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) ☐ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is requirements of the Notes Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Notes Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Bank.

_______ [Insert Name of Transferor] By: Name: Title:

Dated:

B-3

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

VersaBank Suite 2002, 140 Fullarton Street London, Ontario N6A 5P2 Canada

The Bank of New York Mellon, as Trustee 240 Greenwich Street, 7E, New York, New York 10286, Attention: Corporate Trust Administration Fax No.: (212) 815-5366

BNY Trust Company of Canada, as Canadian Co-Trustee 1 York Street, 6[th] Floor Toronto, Ontario M5J 0B6

Re: VersaBank 5.00% Fixed to Floating Rate Subordinated Notes due 2031

CUSIP

, (the “ Owner ”) owns and proposes to exchange the Note[s] or beneficial interest in such Note[s] specified herein, in the principal amount of US$ (the “ Exchange ”). In connection with the Exchange, the Owner hereby certifies that:

Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Notes Act of 1933, as amended (the “ Notes Act ”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Notes Act and (iv) the beneficial interest in an Unrestricted Global

C-1

Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Notes Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Notes Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c) ☐ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Notes Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Notes Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ☐ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Notes Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Notes Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on

C-2

transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Notes Act.

(b) ☐ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note, ☐ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Notes Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Notes Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Bank.

_______ [Insert Name of Transferor] By: Name: Title:

Dated:

C-3

AI assistant

VersaBank — Capital/Financing Update 2021

47151_rns_2021-04-30_fbb15dfc-f44a-460a-a203-947827192251.pdf

VERSABANK

INDENTURE

TABLE OF CONTENTS

ARTICLE 1

INTERPRETATION

ARTICLE 2

NOTES

ARTICLE 3

ARTICLE 4

ARTICLE 5

ARTICLE 6

ARTICLE 7

ARTICLE 8

ARTICLE 9

ARTICLE 10

ARTICLE 11

ARTICLE 12

ARTICLE 13

ARTICLE 14

EXHIBITS

ARTICLE 1

Section 2.07. Paying Agent to Hold Money in Trust .

(iv) Canadian Legend .

ARTICLE 3

ARTICLE 4 REDEMPTION

ARTICLE 5

ARTICLE 6

ARTICLE 7

ARTICLE 8

(i) either

(a)

(b)

ARTICLE 11

ARTICLE 12

ARTICLE 13 DEFEASANCE

ARTICLE 14

VERSABANK

[FACE OF NOTE]

VERSABANK

[RULE 144A][REGULATION S] [GLOBAL] NOTE Representing [up to] US$75,000,000 5.00% FIXED TO FLOATING RATE SUBORDINATED NOTES DUE 2031

[BACK OF NOTE] VERSABANK 5.00% FIXED TO FLOATING RATE SUBORDINATED NOTES DUE 2031

ASSIGNMENT FORM

Option of Holder to Elect Purchase

[TO BE ATTACHED TO GLOBAL NOTES]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

FORM OF CERTIFICATE OF TRANSFER

CUSIP

[CHECK ALL THAT APPLY]

FORM OF CERTIFICATE OF EXCHANGE

CUSIP

More from VersaBank

VersaBank Capital/Financing Update 2021