8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2010

QCR Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-22208	42-1397595
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3551 Seventh Street Moline, Illinois	61265
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (309) 743-7721

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 8.01 is hereby incorporated into this Item 2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 8.01 is hereby incorporated into this Item 3.02 by reference.

Item 8.01. Other Events.

On March 19, 2010, QCR Holdings, Inc. (the “Company”) closed a private placement offering resulting in the issuance of 2,700 units (each, a “Unit”) to accredited investors for an aggregate purchase price of $2.7 million, or $1,000 per Unit. Each Unit consists of a 6.00% Series A Subordinated Note, due September 1, 2018 (collectively, the “Subordinated Notes”), $1,000 principal amount, and a detachable warrant (collectively, the “Warrants”) to acquire 20 shares of the Company’s Common Stock, par value $1.00 per share (the “Common Stock”), at a per share exercise price equal to $10.00 per share, subject to normal adjustments, as set forth in the Warrants.

The Subordinated Notes have a term of approximately eight years and have a maturity date of September 1, 2018. The Subordinated Notes bear interest payable semi-annually, in arrears, on June 30 and December 30 of each year, at a fixed interest rate of 6.00% per year, with the first such payment to be due on June 30, 2010. Beginning on March 19, 2011, or any earlier date if the Subordinated Notes cease to be deemed Tier 2 capital, the Company may, at its option, subject to regulatory approvals, redeem some of all of the Subordinated Notes at a redemption price equal to 100% of the principal amount of the redeemed notes, plus any accrued but unpaid interest.

The Warrants will expire on March 19, 2015. On or after March 19, 2011, the Warrants may be exercised at any time prior to their expiration date, at the holder’s option, by payment of the cash exercise price. The Company may require holders of the Warrants to convert each Warrant into 20 shares of Common Stock, if at any time after the first anniversary of their date of issuance, the volume weighted-average per share price of the common stock equals or exceeds 130% of the exercise price for at least 20 trading days in a period of 30 consecutive trading days. The Warrants are detachable from the Subordinated Notes and, subject to any limitations imposed by applicable securities laws, may be transferred separately from the Subordinated Notes at any time after the March 19, 2012.

The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory purposes. The Company expects to use most of the net proceeds from the sale of the Units for general corporate and banking purposes, including contributing the capital to Rockford Bank and Trust Company, a wholly-owned banking subsidiary of the Company, as well as to strengthen the Company’s overall regulatory capital ratios.

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The Units issued in the private placement were not registered under the Securities Act of 1933 (the “Act”) and were issued pursuant to an exemption from registration under Regulation D of the rules promulgated under the Act. The Units were offered by the Company on a “best efforts” basis, and no commissions were paid in connection with the sale of Units in connection with this offering. Shares of the Common Stock trade on The NASDAQ Global Market under the symbol “QCRH.”

This description of the Units does not purport to be complete and is qualified in its entirety by reference to the Form of Subordinated Note and Form of Warrant attached as exhibits 4.1 and 4.2 respectively.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

4.1	Form of Subordinated Note
4.2	Form of Warrant

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	QCR Holdings, Inc.
Dated: March 22, 2010	By:	/s/ Douglas M. Hultquist
		Douglas M. Hultquist
		President and Chief Executive Officer

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EX-4.1

Exhibit 4.1

Form of Subordinated Note

UNLESS THIS NOTE IS PRESENTED BY THE HOLDER (AS DEFINED HEREIN) OR A REPRESENTATIVE THEREOF TO THE COMPANY FOR REGISTRATION, TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OR TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF THE HOLDER, OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE HOLDER (AND ANY PAYMENT HEREON IS MADE TO THE HOLDER OR SUCH OTHER PERSON OR ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE HOLDER), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND IT MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO: (1) REGISTRATION IN COMPLIANCE WITH SUCH ACT AND SUCH STATE LAWS; OR (2) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT AND SUCH STATE LAWS. FURTHER, THIS NOTE IS SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER, AS SET FORTH IN SECTION 17 OF THIS NOTE.

THIS OBLIGATION IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR ANY OTHER GOVERNMENTAL AGENCY. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY AND IS NOT SECURED.

QCR Holdings, Inc.

Number                         [Principal Amount] March 19, 2010

6.00% Series A Subordinated Note Due September 1, 2018

For Value Received, the undersigned, QCR Holdings, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [                    , [type of entity]] [or] [                    [Name]                    , an individual with an address of                     [Address]                    ,] or any holder hereof from time to time (the “Holder”), at such place as may be designated in writing by the Holder, the principal sum of [                    ] DOLLARS ($[                    ]) on September 1, 2018 (the “Maturity Date”), and to pay interest thereon from the date hereof (the “Original Issuance Date”) or from the most recent interest payment date to which interest on this Note (or any predecessor Note) has been paid or duly provided for, semi-annually on June 30 and December 30 of each year (each, an “Interest Payment Date”) from and after the date hereof, beginning on June 30, 2010, and at maturity, until the principal hereof is paid or made available for payment.

1. This Subordinated Note (this “Note”) is one of a duly authorized series of subordinated notes of the Company limited to the aggregate principal amount of $5,000,000 (collectively, the “Subordinated Notes”), all issued or to be issued under and pursuant to a Subscription Agreement (as amended, restated, supplemented or otherwise modified from time to time, herein referred to as the “Subscription Agreement”) between the Company and each of the holders of the Subordinated Notes. Reference is hereby made to the Subscription Agreement for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company and the holders of the Subordinated Notes. The Company is issuing the Subordinated Notes as part of a private placement of Units to investors who qualify as “accredited investors,” as such term is defined under Rule 501(a) of Regulation D promulgated pursuant to the Securities Act of 1933, as amended. Each Unit consists of a 6.00% Series A Subordinated Note, due September 1, 2018, $1,000 principal amount, and a detachable warrant to acquire 20 shares of the Company’s common stock, at a per share exercise price equal to the greater of: (i) $10.00; or (ii) the market price of the Company’s common stock on the closing date of this offering.

2. This Note bears interest at a rate of 6.00% per annum. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid in U.S. dollars to the person in whose name this Note (or any predecessor Note) is registered at the close of business on the regular record date (the “Regular Record Date”) for such interest, which will be the close of business on June 15 or December 15, as the case may be, next preceding the relevant Interest Payment Date (whether or not a Business Day, as defined below); provided, however, that interest payable at maturity on this Note shall be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Company, notice of which shall be given to the holders of Subordinated Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner.

3. In case any provision in this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

4. Any cash payment of interest or principal on this Note shall be made directly by the Company to the Holder 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. There is no trustee or paying agent appointed with respect to this Note.

5. So long as any portion of the unpaid principal of this Note is deemed to be Tier 2 capital of the Company in accordance with the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) applicable to the capital status of the subordinated debt of bank holding companies, the rights of the Holder to the principal sum hereunder or any part hereof and to any accrued interest thereon shall remain subject and subordinate in right of payment (in accordance with the Federal Reserve’s subordinated debt policy statement, 12 C.F.R. §250.166, as supplemented by Federal Reserve Supervisory Letter SR 92-37 (October 15, 1992)) to the claims of: (i) creditors of the Company holding senior indebtedness, which shall include, at a minimum, the following: (A) all borrowed and purchased money; (B) similar obligations arising from off-balance sheet guarantees and direct credit substitutes; and (C) obligations associated with derivative products such as interest and foreign exchange rate contracts, commodity contracts, and similar arrangements; and (ii) general creditors (collectively, “Senior Claims”). Upon dissolution or liquidation of the Company, no payment of principal, interest or premium (including post-default interest) shall be due and payable under the terms of this Note until all Senior Claims shall have been paid in full. The Subordinated Notes rank equally among themselves and equally with all of the Company’s other present or future unsecured subordinated debt, except any of its unsecured subordinated debt which may be expressly stated to be subordinated to the Subordinated Notes.

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6. This Note is not subject to any sinking fund.

7.	The Company shall not be required to pay any additional amounts on this Note to compensate any Holder or beneficial owner for any United States tax withheld from payments of principal of or interest on this Note.
8.	Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

9. If an Interest Payment Date is not a Business Day, the Company shall pay interest on the next day that is a Business Day, with the same force and effect as if made on the Interest Payment Date, and without any interest or other payment with respect to the delay. If the Maturity Date falls on a day that is not a Business Day, the payment of principal and interest, if any, shall be made on the next succeeding Business Day and no interest shall accrue for the period from and after such Maturity Date. For purposes of this Note, the term “Business Day” means a day other than a Saturday, a Sunday or any other day on which banking institutions in Chicago, Illinois, are authorized or required by law or executive order to remain closed.

10. The principal of and interest on this Note shall be payable on the Maturity Date in immediately available funds upon presentation and surrender of this Note at the Company’s main office located in Moline, Illinois, or at such other place or places as may be designated from time to time by the Company.

11. No recourse shall be had for the payment of principal of or interest on this Note, for any claim based thereon, or otherwise in respect thereof, against any shareholder, employee, agent, officer or director, as such, past, present or future, of the Company or of any successor corporation.

12. An event of default (“Event of Default”) in respect of this Note shall occur only if: (i) the Company applies for, consents to or acquiesces in the appointment of a trustee, receiver, conservator or liquidator for itself under Chapter 7 or Chapter 11 of the United States Bankruptcy Code, as amended or recodified (the “Bankruptcy Code”), or in the absence of such application, consent or acquiescence, a trustee, conservator, receiver or liquidator is appointed for the Company under the Bankruptcy Code, and is not discharged within sixty (60) days, or any bankruptcy, reorganization, debt arrangement or other proceeding or any dissolution, liquidation, or conservatorship proceeding is instituted by or against the Company under the Bankruptcy Code, and if instituted against the Company, is consented or acquiesced in by it or remains for sixty (60) days undismissed, or if the Company is enjoined, restrained or in any way prevented from conducting all or any material part of its business under the Bankruptcy Code; or (ii) any of the banking subsidiaries of the Company apply for, consent to or acquiesce in the appointment of a receiver for itself or, in the absence of such application, consent or acquiescence, a receiver is appointed for any of the banking subsidiaries of the Company and is not discharged within sixty (60) days. Upon an Event of Default, the Company shall promptly mail notice of the occurrence of such Event of Default to the Holder of this Note. The Holder may, however, waive any Event of Default and its consequences.

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13. If any Event of Default has occurred and is continuing, the Holder may declare the principal hereof, together with any unpaid accrued interest thereon, to be due and payable immediately upon written notice thereof to the Company. There shall be no right of acceleration in the case of a default in the payment of principal of or interest hereon or the performance of any of the Company’s other obligations hereunder or under the Subscription Agreement.

14. If the Company fails to make a payment of principal of or interest hereon, the Company may not: (i) declare or pay any dividends on, redeem or otherwise acquire any of its common stock, make any other distributions with respect to its common stock or set aside any monies or properties for said purposes; or (ii) make any payments (whether principal, interest or otherwise) on any indebtedness that ranks junior to this Subordinated Note or set aside any monies or properties for said purposes.

15. If the Company fails to make payment of principal of or interest hereon (and, in the case of payment of interest, continues such failure to pay for thirty (30) days), the Company shall, upon demand of the Holder, pay to the Holder of this Note the whole amount then due and payable on this Note, with interest on the overdue amount at the rate borne by this Note. This demand is not an acceleration of this Note. If the Company fails to pay such amount upon such demand, the Holder may, among other things, institute a judicial proceeding for the collection of the overdue amount.

16. Subject to the following sentence and the receipt of any necessary regulatory approval, the Company has the option to redeem this Note, in whole or in part, at any time on or after the first anniversary of the date of issuance, or, if the Subordinated Notes cease to be deemed to be Tier 2 capital, at any time on or after the date of issuance, in each case, in accordance with the terms of the Subscription Agreement, at a price equal to 100% of the principal amount of the Note redeemed, plus accrued but unpaid interest to the Redemption Date. Any such redemption must be pari passu among all holders of the Subordinated Notes. “Redemption Date” means the date fixed for the redemption of this Note. If the Company is redeeming less than all of the Subordinated Notes at any time, the Company will select the Subordinated Notes to be redeemed in principal amounts of $500 and any integral multiples of $500 in excess thereof, on a pro rata basis to the extent practicable. Any notice of redemption will be mailed by first class mail, postage prepaid, at least thirty (30) but not more than sixty (60) days before the Redemption Date to the Holder at the Holder’s registered address. If any Subordinated Note is to be redeemed in part only, any notice of redemption that relates to such Subordinated Note will state the portion of the principal amount thereof that has been or is to be redeemed. The Company will issue a new Subordinated Note in a principal amount equal to the unredeemed portion of the original Subordinated Note in the name of the Holder upon cancellation of the original Subordinated Note. All Subordinated Notes that remain outstanding after any partial redemption must have a principal amount of at least $500 and any integral multiples of $500 in excess thereof. Subordinated Notes called for redemption become due on the Redemption Date. On and after the Redemption Date, interest ceases to accrue on Subordinated Notes or portions of them called for redemption. This Note is not subject to repayment at the option of the Holder.

17. This Subordinated Note is not transferable, in whole or in part, to any person, other than: (i) transfers made for bona fide estate planning purposes to family members; (ii) transfers upon the death of the Holder according to Holder’s will or the laws of intestate succession; or (iii) involuntary transfers by operation of law.

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18. The Subordinated Notes will initially be issued in denominations of $1,000 and any integral multiples of $1,000 in excess thereof, but the minimum investment by any Holder is $10,000.

19. Notices to the Holder of this Note shall be given by registered mail, postage prepaid, to the address of the Holder as it appears on the Company’s Note register.

20. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, the Company shall, at the Holder’s expense, execute and deliver in lieu thereof a new Note in a principal amount equal to the unpaid principal amount of such lost, stolen, destroyed or mutilated Note, dated the date to which interest has been paid on such lost, stolen, destroyed or mutilated Note; provided that: (i) in the case of any such loss, theft or destruction, the Holder shall have delivered to the Company an indemnity reasonably satisfactory to the Company indemnifying and holding the Company harmless from any and all liability, claim or damage resulting from such loss, theft or destruction; or (ii) in the case of any such mutilation, upon surrender of this Note to the Company.

21. If any Holder of this Note is a depository institution, such Holder expressly waives any right of offset it may have against the Company.

22. This Note shall be construed in accordance with and governed in all respects by the laws and decisions of the State of Illinois, without regard to conflicts of law, except as the same may be superseded by the laws of the United States of America.

23. The Company, upon authorization of its board of directors, may modify, amend or supplement certain provisions of this Note without the consent of the Holder affected thereby to: (i) evidence succession of another entity to the Company and the assumption by any such successor of the Company’s obligations under this Note; or (ii) add further or supplement covenants, restrictions or conditions for the protection of the Holder. The Company, upon authorization by its board of directors, also may amend or modify the provisions of this Note with the consent of the Holder for the purposes of supplementing, changing or eliminating any other provisions of this Note. Under no circumstances may the Company and the Holder enter into an agreement for the purpose of changing the date of maturity or the terms of subordination of any Subordinated Note without the prior consent of the Federal Reserve.

In Witness Whereof, the Company has caused this Note to be signed in its name by its authorized officer the day and year first above written.

QCR Holdings, Inc.
By:
	Name:
	Title:

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EX-4.2

Exhibit 4.2

Form of Warrant to Purchase Common Stock

THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO: (1) REGISTRATION IN COMPLIANCE WITH SUCH ACT AND SUCH STATE LAWS; OR (2) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT AND SUCH STATE LAWS.

Date: March 19, 2010 Warrant No.                     

This Warrant to Purchase Common Stock (this “Warrant”) certifies that, for value received, [                    , [type of entity]] [or] [                    [Name]                    , an individual with an address of                     [Address]                    ,] or any holder hereof from time to time (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from QCR Holdings, Inc., a Delaware corporation (the “Company”), all or any part of                      (                    ) fully paid and nonassessable shares of the common stock, $1.00 par value per share, of the Company (“Common Stock”) at any time on or after the first anniversary of the date hereof until the close of business on the fifth anniversary of the date hereof, except as otherwise limited or earlier terminated as provided below (the “Exercise Period”), at a price per share equal to Ten Dollars ($10.00) (the “Exercise Price”). The number of shares of Common Stock underlying this Warrant and the Exercise Price are subject to adjustment as provided for herein.

Section 1. Issuance of Warrants. This Warrant is one of a series of warrants issued or to be issued under and pursuant to a Subscription Agreement (as amended, restated, supplemented or otherwise modified from time to time, herein referred to as the “Subscription Agreement”) between the Company and each of the holders of the Warrants. Reference is hereby made to the Subscription Agreement for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company and the holders of the Warrants. The Company is issuing the warrants as part of a private placement of units to investors who qualify as “accredited investors,” as such term is defined under Rule 501(a) of Regulation D promulgated pursuant to the Securities Act of 1933, as amended. Each Unit consists of a 6.00% Series A Subordinated Note, due September 1, 2018, $1,000 principal amount, and a detachable warrant to acquire 20 shares of the Common Stock, at the Exercise Price.

Section 2. Exercise: Issuance of Certificates; Payments for Shares. Subject to the further provisions set forth below, this Warrant may be exercised by the Holder as to the whole, or any part, of the number of shares of Common Stock covered hereby, by surrender of this Warrant at any time during the Exercise Period at the main office of the Company, with the form of election to exercise attached hereto duly executed and upon payment to the Company of the Exercise Price for the shares so purchased in cash, by certified check payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the Company. The Company agrees that the shares so purchased shall be and are deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. Certificates for the shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been exercised. If this Warrant shall be exercised with respect to only a part of the shares of Common Stock covered hereby, a replacement Warrant for the shares of Common Stock not covered by such exercise (the “Remaining Shares”) shall be issued as soon as practicable thereafter to the Holder thereby entitling the Holder to purchase the Remaining Shares at the Exercise Price at a future time.

Section 3. Shares to be Fully Paid; Reservation of Shares; Listing. The Company covenants and agrees that:

Section 3.1. all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof;

Section 3.2. from the date of issuance of this Warrant and during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of issue upon exercise of the rights evidenced by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant;

Section 3.3. the Company will take all such action as may be necessary to assure that the Common Stock issuable upon the exercise hereof may be so issued without violation of any applicable law or regulation; and

Section 3.4. the Company will use its reasonable best efforts to: (a) procure, at its sole expense, the listing of the shares of Common Stock issuable upon exercise of this Warrant at any time, subject to issuance or notice of issuance, on all principal stock exchanges on which the Common Stock is then listed or traded; and (b) maintain such listings of such shares at all times after issuance.

Section 4. No Fractional Shares or Scrip. No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon any exercise of this Warrant. In lieu of any fractional share of Common Stock to which the Holder would otherwise be entitled, the Holder shall be entitled to receive a cash payment equal to the Market Price of the Common Stock on the last trading day preceding the date of exercise less the pro-rated Exercise Price for such fractional share. For purposes of this Warrant, the term “Market Price” means on any given day, the last reported sale price or, in case no such reported sale takes place on such day, the average of the last closing bid and ask prices, in either case on the principal national securities exchange on which the applicable securities are listed or admitted to trading.

Section 5. Exercise Price. The Exercise Price applicable at the time of the exercise of any of the rights granted under this Warrant shall be Ten Dollars ($10.00) per share of Common Stock, subject to adjustment as provided in Section 6.

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Section 6. Adjustments and Other Rights. The Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 6 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 6 so as to result in duplication:

Section 6.1. Stock Splits, Subdivisions, Reclassifications or Combinations. If the Company shall: (a) declare and pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (b) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (c) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, the number of shares of Common Stock issuable upon exercise of this Warrant at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder after such date shall be entitled to purchase the number of shares of Common Stock which such holder would have owned or been entitled to receive in respect of the shares of Common Stock subject to this Warrant after such date had this Warrant been exercised immediately prior to such date. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by dividing (x) the product of (1) the number of shares of Common Stock issuable upon the exercise of this Warrant before such adjustment and (2) the Exercise Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, subdivision, combination or reclassification giving rise to this adjustment by (y) the new number of shares of Common Stock issuable upon exercise of the Warrant determined pursuant to the immediately preceding sentence.

Section 6.2. Business Combinations. In case of any merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders (a “Business Combination”) or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 6.1), the Holder’s right to receive shares of Common Stock upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Holder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Holder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Section 6.3. Rounding of Calculations; Minimum Adjustments. All calculations under this Section 6 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 6 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of shares of Common Stock into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.

Section 6.4. Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (i) issuing to the Holder of this Warrant exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Holder any amount of cash in lieu of a fractional share of Common Stock; provided, however, that the Company upon request shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder s right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.

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Section 6.5. Other Events. If any event occurs as to which the provisions of this Section 6 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the board of directors of the Company, fairly and adequately protect the rights of this Warrant in accordance with the essential intent and principles of such provisions, then the board of directors of the Company shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the board of directors of the Company, to protect such purchase rights as aforesaid. The Exercise Price or the number of shares of Common Stock into which this Warrant is exercisable shall not be adjusted in the event of a change in the par value of the Common Stock or a change in the jurisdiction of incorporation of the Company.

Section 6.6. Statement Regarding Adjustments. Whenever the Exercise Price or the number of shares of Common Stock into which this Warrant is exercisable shall be adjusted as provided in Section 6, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of shares of Common Stock into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder at the address appearing in the Company’s records.

Section 6.7. Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 6 (but only if the action of the type described in this Section 6 would result in an adjustment in the Exercise Price or the number of shares of Common Stock into which this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of this Warrant), the Company shall give notice to the Holder, in the manner set forth in Section 6.9, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of this Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least ten (10) days prior to the date so fixed, and in case of all other action, such notice shall be given at least fifteen (15) days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.

Section 6.8. Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 6, the Company shall take any action which may be necessary, including obtaining regulatory, NASDAQ Stock Market or other applicable national securities exchange or stockholder approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock that the Holder is entitled to receive upon exercise of this Warrant pursuant to this Section 6.

Section 6.9. Adjustment Rules. Any adjustments pursuant to this Section 6 shall be made successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Common Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Common Stock.

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Section 7. Mandatory Exercise. The Company shall have the right at any time during the Exercise Period, on written notice to the Holder (the “Mandatory Exercise Notice”), to require that the Holder exercise this Warrant in whole or in part, provided that the volume weighted-average price per share of Common Stock on the NASDAQ Stock Market or such other securities exchange on which the Common Stock is then traded equals or exceeds 130% of the Exercise Price for at least twenty (20) trading days in any period of thirty (30) consecutive trading days. The Mandatory Exercise Notice shall be sent by mail, first class postage prepaid, to each Holder at the address appearing in the Company’s records. Upon receipt of the Mandatory Exercise Notice, the Holder must: (a) exercise this Warrant within thirty (30) days; or (b) notify the Company of its intent to transfer this Warrant pursuant to Section 11. If the Holder elects to transfer this Warrant pursuant to Section 11, then the subsequent holder of this Warrant must exercise this Warrant within the same 30-day period.

Section 8. No Voting Rights. This Warrant shall not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the date of exercise hereof.

Section 9. No Registration of Stock. This Warrant has not been, and the shares of Common Stock received upon exercise of this Warrant will not be, registered under the Securities Act of 1933, as amended, or the securities laws of any state.

Section 10. Duration. This Warrant shall, in all events, be wholly void and have no effect after the close of business on the fifth anniversary of the date hereof.

Section 11. Transferability of Warrants. Subject to compliance with the federal and state securities laws, at any time on or after the second anniversary of the date hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the main office of the Company. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 11 shall be paid by the Company.

Section 12. Loss of Warrant. Upon receipt by the Company of satisfactory evidence of the loss, theft, destruction or mutilation of this Warrant and either (in the case of loss, theft or destruction) reasonable indemnification and a bond satisfactory to the Company if requested by the Company or (in the case of mutilation) the surrender of this Warrant for cancellation, the Company will execute and deliver to the Holder, without charge, a new Warrant of like denomination.

Section 13. Amendment and Waiver. The amendment or waiver of any term of this Warrant may only be effected by written agreement of the Holder.

Section 14. Prohibited Actions. The Company agrees that it will not take any action which would entitle the Holder to an adjustment of the Exercise Price if the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of Common Stock then authorized by its Certificate of Incorporation.

Section 15. Descriptive Headings. The descriptive headings of the several paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.

Section 16. Governing Law. This Warrant shall be construed in accordance with and governed in all respects by the laws and decisions of the State of Illinois, without regard to conflicts of law, except as the same may be superseded by the laws of the United States of America. If any provision of this Warrant is unenforceable to any extent, the remainder of this Warrant, or application of that provision to any persons or circumstances other than those to which it is held unenforceable, will not be affected by that unenforceability and will be enforceable to the fullest extent permitted by law.

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In Witness Whereof, the Company has caused this Warrant to be signed in its name by its authorized officer the day and year first above written.

QCR Holdings, Inc.
By:
	Name:
	Title:

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Form of Election to Exercise
(to be signed only upon exercise of Warrant)

To: QCR Holdings, Inc.

The undersigned, the Holder of Warrant No.                      attached hereto (the “Warrant”) and originally issued by QCR Holdings, Inc., a Delaware corporation (the “Company”), hereby irrevocably elects to exercise the purchase rights represented by such Warrant for, and to purchase thereunder,  _____  shares of common stock of the Company, $1.00 par value per share, and herewith makes an aggregate payment of $                     therefor, and requests that the certificates for such shares be issued in the name of and be delivered to                                          whose address is                                         .

Dated:
	(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

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