On November 26, 2019, Bar Harbor Bankshares entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and accredited investors pursuant to which the Company sold and issued $40.0 million in aggregate principal amount of its 4.625% Fixed-to-Floating Rate Subordinated Notes due 2029. The Notes were offered and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act) and the provisions of Regulation D promulgated thereunder (the Private Placement). The Company intends to use the net proceeds from the offering for general corporate purposes, including the replacement of $22.0 million in debt outstanding as of September 30, 2019. The Notes have a ten-year term and, from and including the date of issuance to but excluding December 1, 2024, will bear interest at a fixed annual rate of 4.625%, payable semi-annually in arrears, for the first five years of the term. From and including December 1, 2024 to but excluding the maturity date or early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financial Reporting Rate provided by the Federal Reserve Bank of New York ("SOFR") (provided, that in the event that the three-month SOFR is less than zero, the three-month SOFR shall be deemed to be zero) plus 327 basis points, payable quarterly in arrears. If the three-month SOFR cannot be determined on a given date, a different index shall be determined and used in accordance with the terms of the Notes. The Notes are redeemable, in whole or in part, on December 1, 2024, on any interest payment date thereafter, and at any time upon the occurrence of certain events.