0001018399-20-000044 Sample Contracts

FORM OF SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • July 7th, 2020 • Enterprise Bancorp Inc /Ma/ • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 7, 2020, and is made by and among Enterprise Bancorp, Inc., a Massachusetts corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 7th, 2020 • Enterprise Bancorp Inc /Ma/ • State commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of July 7, 2020 and is made by and among Enterprise Bancorp, Inc., a Massachusetts corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreements (as defined below) (collectively, the “Purchasers”).

As Issuer, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of July 7, 2020 5.25% Subordinated Notes due 2030
Indenture • July 7th, 2020 • Enterprise Bancorp Inc /Ma/ • State commercial banks • New York

This INDENTURE, dated as of July 7, 2020, is by and between Enterprise Bancorp, Inc., a Massachusetts corporation (the “Company”), and UMB Bank, National Association, a national banking association duly organized and existing under the laws of the United State of America, as trustee (the “Trustee”).

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