Hawthorn Bancshares, Inc. Sample Contracts

WITNESSETH:
Employment Agreement • March 30th, 1998 • Exchange National Bancshares Inc • National commercial banks • Missouri
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BETWEEN
Rights Agreement • May 25th, 2000 • Exchange National Bancshares Inc • National commercial banks • Missouri
MARCH 17, 2005
Subscription Agreement • May 10th, 2005 • Exchange National Bancshares Inc • National commercial banks • New York
AGREEMENT
Change of Control Agreement • March 22nd, 2001 • Exchange National Bancshares Inc • National commercial banks • Missouri
EXHIBIT 2.1 ACQUISITION AGREEMENT
Acquisition Agreement • March 1st, 2005 • Exchange National Bancshares Inc • National commercial banks • Missouri
ACQUISITION AGREEMENT
Acquisition Agreement • November 7th, 1997 • Exchange National Bancshares Inc • National commercial banks • Missouri
AGREEMENT
Change of Control Agreement • May 10th, 2005 • Exchange National Bancshares Inc • National commercial banks • Missouri
WITNESSETH:
Acquisition Agreement • November 5th, 1999 • Exchange National Bancshares Inc • National commercial banks • Missouri
SECOND AMENDMENT TO
Purchase and Limited Assumption Agreement • March 14th, 2019 • Hawthorn Bancshares, Inc. • National commercial banks • Missouri

AGREEMENT OF BRANCH (this "Second Amendment") made and entered into as of this 22d day of January, 2019 by and between Hawthorn Bank, a Missouri state-chartered bank with its main office located in Jefferson City, Missouri ("Seller"), and Branson Bank, a Missouri state­ chartered bank with its main office located in Branson, Missouri ("Buyer").

WITNESSETH:
Agreement Altering Transaction Structure • March 1st, 2005 • Exchange National Bancshares Inc • National commercial banks
FIRST AMENDMENT TO
Purchase and Limited Assumption Agreement • March 14th, 2019 • Hawthorn Bancshares, Inc. • National commercial banks • Missouri

AGREEMENT OF BRANCH (this "First Amendment") made and entered into as of this 15th day of January, 2019 by and between Hawthorn Bank, a Missouri state-chartered bank with its main office located in Jefferson City, Missouri ("Seller"), and Branson Bank, a Missouri state­ chartered bank with its main office located in Branson, Missouri ("Buyer").

HAWTHORN BANCSHARES, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • June 12th, 2023 • Hawthorn Bancshares, Inc. • National commercial banks • Missouri

THIS RESTRICTED STOCK UNIT AGREEMENT dated ____________________ (this “Award Agreement”), is made by and between Hawthorn Bancshares, Inc., a Missouri corporation (the “Company”), and ________________ ("Participant").

RELOCATION AGREEMENT
Relocation Agreement • June 22nd, 2007 • Hawthorn Bancshares, Inc. • National commercial banks

THIS RELOCATION AGREEMENT (“Agreement”) dated June 20, 2007, is by and between Hawthorn Bancshares, Inc., a Missouri corporation (“Hawthorn”) and James H. Taylor, Jr. and Laura A. Taylor, both in their capacities as individuals and as trustees of the Taylor, Jr. Trust dated October 18, 1998 (collectively the “Owner”).

December , 2008
Letter Agreement and Securities Purchase Agreement • December 23rd, 2008 • Hawthorn Bancshares, Inc. • National commercial banks

Hawthorn Bancshares, Inc. (the “Company”) is entering into a Letter Agreement and accompanying Securities Purchase Agreement — Standard Terms (collectively, the “Purchase Agreement”) with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Capital Purchase Program (“CPP”) established by the Treasury under the Emergency Economic Stabilization Act of 2008 (“EESA”). Pursuant to the Purchase Agreement, the Company will issue and sell, and the Treasury will purchase, shares of the Company’s preferred stock and warrants for the purchase of the Company’s common stock.

BY AND AMONG
Merger Agreement • October 29th, 1999 • Exchange National Bancshares Inc • National commercial banks • Missouri
PURCHASE AND LIMITED ASSUMPTION AGREEMENT OF BRANCH
Purchase and Limited Assumption Agreement • March 14th, 2019 • Hawthorn Bancshares, Inc. • National commercial banks • Missouri

THIS PURCHASE AND LIMITED ASSUMPTION AGREEMENT OF BRANCH (this “Agreement”) made and entered into this 17th day of October, 2018 (the “Effective Date”), by and between Hawthorn Bank, a Missouri state-chartered bank with its main office located in Jefferson City, Missouri (“Seller”), and Branson Bank, a Missouri state-chartered bank with its main office located in Branson, Missouri (“Buyer”).

EXCHANGE NATIONAL BANCSHARES, INC., AS ISSUER INDENTURE
Indenture • May 10th, 2005 • Exchange National Bancshares Inc • National commercial banks • New York
CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • March 18th, 2024 • Hawthorn Bancshares, Inc. • National commercial banks

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is dated as of __________, 2019, between Hawthorn Bancshares, Inc., a Missouri corporation (the "Company"), and _________________________ ("Executive").

WITNESSETH:
Acquisition Agreement • November 5th, 1999 • Exchange National Bancshares Inc • National commercial banks • Missouri
AND
Guarantee Agreement • May 10th, 2005 • Exchange National Bancshares Inc • National commercial banks • New York
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HAWTHORN BANCSHARES LETTERHEAD]
Securities Purchase Agreement • March 15th, 2010 • Hawthorn Bancshares, Inc. • National commercial banks • Missouri

Hawthorn Bancshares, Inc. (the “Company”) is a party to a Letter Agreement and accompanying Securities Purchase Agreement — Standard Terms (collectively, the “Purchase Agreement”) with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Capital Purchase Program (“CPP”) established by the Treasury under the Emergency Economic Stabilization Act of 2008 (“EESA”). Pursuant to the Purchase Agreement, the Company issued and sold, and the Treasury purchased, shares of the Company’s preferred stock and warrants for the purchase of the Company’s common stock.

EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2008 • Hawthorn Bancshares, Inc. • National commercial banks • Missouri

THIS AGREEMENT (this “Agreement”) is entered into this 31st day of May, 2005, between Exchange National Bancshares, Inc., a Missouri corporation (the “Company”), and James H. Taylor, Jr. (the “Employee”). Collectively, the Company, the Employee, and the Bank (as defined below) may be referred to as the “Parties” and each individually as a “Party.”

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