REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2014 • Heartland Financial Usa Inc • State commercial banks • New York
This Agreement is made pursuant to the Purchase Agreement dated December 12, 2014 by and between the Company and Sandler O’Neill Partners, L.P. as the representative of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $75,000,000 aggregate principal amount of the Company’s 5.75% Subordinated Notes due 2024 (the “Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers’ obligations thereunder, the Company has agreed to provide to the Initial Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
