First Citizens Banc Corp /Oh Sample Contracts

ARTICLE 2 REPRESENTATIONS AND WARRANTIES ------------------------------
Voting Agreement • August 5th, 2004 • First Citizens Banc Corp /Oh • State commercial banks • Ohio
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RECITALS
Employment Agreement • March 16th, 2005 • First Citizens Banc Corp /Oh • State commercial banks • Ohio
R E C I T A L S ---------------
Administrative Services Agreement • March 25th, 1998 • First Citizens Banc Corp /Oh • State commercial banks • Ohio
CIVISTA BANCSHARES, INC. (an Ohio corporation) 1,400,000 Common Shares (Without Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • February 22nd, 2017 • Civista Bancshares, Inc. • State commercial banks • New York
dated as of November 1, 2001
Merger Agreement • November 2nd, 2001 • First Citizens Banc Corp /Oh • State commercial banks • Ohio
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 30th, 2021 • Civista Bancshares, Inc. • State commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of November 30, 2021, and is made by and among Civista Bancshares, Inc., an Ohio corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

CIVISTA BANCSHARES, INC. As Issuer, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of November 30, 2021 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031
Indenture • November 30th, 2021 • Civista Bancshares, Inc. • State commercial banks • New York

THIS INDENTURE dated as of November 30, 2021, is between CIVISTA BANCSHARES, INC., an Ohio corporation (the “Company”), and UMB BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

SECTION I
Supplemental Retirement Benefit Agreement • March 24th, 2000 • First Citizens Banc Corp /Oh • State commercial banks
SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • November 30th, 2021 • Civista Bancshares, Inc. • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 30, 2021, and is made by and among Civista Bancshares, Inc., an Ohio corporation (“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”).

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 8th, 2019 • Civista Bancshares, Inc. • State commercial banks • Ohio

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of the day of , 20 (the “Effective Date”), by and among CIVISTA BANCSHARES, INC. (formerly known as FIRST CITIZENS BANC CORP), an Ohio corporation (the “Corporation”), CIVISTA BANK (formerly known as THE CITIZENS BANKING COMPANY), an Ohio bank (the “Bank”), and , an employee of the Corporation and/or the Bank and/or of a subsidiary of either (the “Employee”). The Corporation, the Bank and any subsidiary of either, that employs the Employee are collectively referred to herein as the “Employer.”

FIRST CITIZENS BANC CORP 100 East Water Street P.O. Box 5016 Sandusky, Ohio 44870 (419) 625-4121 www.fcza.com
Participation Agreement • January 26th, 2009 • First Citizens Banc Corp /Oh • State commercial banks

First Citizens Banc Corp (the “Company”) anticipates entering into a Letter Agreement and Securities Purchase Agreement – Standard Terms incorporated into the Letter Agreement, attached hereto as Appendix A (collectively, the “Participation Agreement”), with the United States Department of the Treasury (the “Treasury”) that provides for the Company’s participation in the Capital Purchase Program (the “CPP”) of the Treasury’s Troubled Assets Relief Program.

FIRST CITIZENS BANC CORP 6.50% NONCUMULATIVE REDEEMABLE CONVERTIBLE PERPETUAL PREFERRED SHARES, SERIES B DEPOSIT AGREEMENT AMONG FIRST CITIZENS BANC CORP, ILLINOIS STOCK TRANSFER COMPANY, AS DEPOSITARY, AND THE HOLDERS FROM TIME TO TIME OF THE...
Deposit Agreement • November 1st, 2013 • First Citizens Banc Corp /Oh • State commercial banks • Ohio

THIS DEPOSIT AGREEMENT is made and entered into as of November 1, 2013, by and among First Citizens Banc Corp, an Ohio corporation (the “Company”), Illinois Stock Transfer Company, an Illinois corporation (the “Depositary”), and the holders from time to time of the Receipts described herein.

PENSION SHORTFALL AGREEMENT
Pension Shortfall Agreement • October 29th, 2015 • Civista Bancshares, Inc. • State commercial banks • Ohio

THIS PENSION SHORTFALL AGREEMENT (“Agreement”) is made by and between CIVISTA BANCSHARES, INC., formerly known as First Citizens Banc Corp., on behalf of itself and each of its subsidiaries (together with its subsidiaries, the “Company”) and (“Employee”), and is effective as of , 2015 (the “Effective Date”).

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FIRST CITIZENS BANC CORP 100 East Water Street P.O. Box 5016 Sandusky, Ohio 44870 (419) 625-4121 www.fcza.com
Participation Agreement • January 26th, 2009 • First Citizens Banc Corp /Oh • State commercial banks

First Citizens Banc Corp (the “Company”) anticipates entering into a Letter Agreement and Securities Purchase Agreement — Standard Terms incorporated into the Letter Agreement, attached hereto as Appendix A (collectively, the “Participation Agreement”), with the United States Department of the Treasury (the “Treasury”) that provides for the Company’s participation in the Capital Purchase Program (the “CPP”) of the Treasury’s Troubled Assets Relief Program.

AGREEMENT AND PLAN OF MERGER dated as of January 10, 2022 by and between CIVISTA BANCSHARES, INC. and COMUNIBANC CORP.
Merger Agreement • January 10th, 2022 • Civista Bancshares, Inc. • State commercial banks • Ohio

THIS AGREEMENT AND PLAN OF MERGER, dated as of January 10, 2022 (this “Agreement”), by and between CIVISTA BANCSHARES, INC., an Ohio corporation (“Civista”), and COMUNIBANC CORP., an Ohio corporation (“Comunibanc”).

EARLY RETIREMENT, SEVERANCE AND RELEASE AGREEMENT
Severance Agreement • March 14th, 2014 • First Citizens Banc Corp /Oh • State commercial banks

This Early Retirement, Severance and Release Agreement (“Agreement”) is entered into between The Citizens Banking Company (“Citizens”) and Charles C. Riesterer (“CCR”) and is intended to set forth all of the rights, duties, obligations and concessions of the parties; WITNESSETH:

AGREEMENT AND PLAN OF MERGER dated as of June 7, 2007 by and between FIRST CITIZENS BANC CORP and FUTURA BANC CORP.
Merger Agreement • June 12th, 2007 • First Citizens Banc Corp /Oh • State commercial banks • Ohio

AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2007 (hereinafter referred to as this “Agreement”), by and between First Citizens Banc Corp, an Ohio corporation (hereinafter referred to as “First Citizens”), and Futura Banc Corp., an Ohio corporation (hereinafter referred to as “Futura”);

FIRST CITIZENS BANC CORP 2000 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN AMENDED AND RESTATED INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 21st, 2005 • First Citizens Banc Corp /Oh • State commercial banks • Ohio

This Incentive Stock Option Agreement (the ‘“Option Agreement”) is entered into as of April 15, 2003 (“Grant Date”), between First Citizens Banc Corp, an Ohio corporation (the “Company”), and , an employee of the Company (the “Optionee”).

STOCK PURCHASE AGREEMENT by and between Civista Bancshares, Inc., Civista Bank and Frederick Summers dated as of September 29, 2022
Stock Purchase Agreement • September 30th, 2022 • Civista Bancshares, Inc. • State commercial banks • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 29, 2022, is entered into by and among Vision Financial Group, Inc., a Pennsylvania corporation (the “Company”), Frederick Summers, a resident of the State of Florida (“Seller”), Civista Bank, an Ohio chartered commercial Bank (“Purchaser”), and Civista Bancshares, Inc., an Ohio corporation (“Purchaser Parent”).

FIRST CITIZENS BANC CORP. Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 18th, 2015 • First Citizens Banc Corp /Oh • State commercial banks • Ohio

THIS AGREEMENT (the “Agreement”), made effective as of March 17, 2015 (the “Grant Date”), between FIRST CITIZENS BANC CORP., an Ohio corporation (“First Citizens”) for itself and its Subsidiaries, and , an Employee (the “Participant”), is made pursuant to and subject to the provisions of the First Citizens Banc Corp. 2014 Incentive Plan, as it may be amended and/or restated (the “Plan”).

AGREEMENT AND PLAN OF MERGER by and between CIVISTA BANCSHARES, INC., CIVISTA BANK, UNITED COMMUNITY BANCORP, and UNITED COMMUNITY BANK Dated as of March 11, 2018
Merger Agreement • March 12th, 2018 • Civista Bancshares, Inc. • State commercial banks • Ohio

This AGREEMENT AND PLAN OF MERGER, dated as of March 11, 2018 (this “Agreement”), is entered into by and between Civista Bancshares, Inc., an Ohio corporation (“Parent”); Parent’s wholly owned subsidiary, Civista Bank, a commercial savings bank chartered under the laws of the State of Ohio (“Parent Bank”); United Community Bancorp, an Indiana corporation (“Seller”); and Seller’s wholly owned subsidiary, United Community Bank, a savings bank chartered under the laws of the United States (“Seller Bank”).

CIVISTA BANCSHARES, INC. 2014 INCENTIVE PLAN Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 15th, 2019 • Civista Bancshares, Inc. • State commercial banks • Ohio

THIS AGREEMENT (the “Agreement”), made effective as of February 20, 2018 (the “Grant Date”), between CIVISTA BANCSHARES, INC., formerly known as First Citizens Banc Corp., an Ohio corporation (“Civista”) for itself and its Subsidiaries, and _________________, an Employee (the “Participant”), is made pursuant to and subject to the provisions of the Civista Bancshares, Inc. 2014 Incentive Plan, as it may be amended and/or restated (the “Plan”).

AGREEMENT AND PLAN OF MERGER dated as of September 10, 2014 by and among FIRST CITIZENS BANC CORP, FC MERGER CORP. and TCNB FINANCIAL CORP.
Merger Agreement • September 11th, 2014 • First Citizens Banc Corp /Oh • State commercial banks • Ohio

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 10, 2014, is made and entered into by and among First Citizens Banc Corp, an Ohio corporation (“First Citizens”), FC Merger Corp., an Ohio corporation (“Merger Corp.”), and TCNB Financial Corp., an Ohio corporation (“TCNB”) (Merger Corp. and TCNB are sometimes hereinafter collectively referred to as the “Constituent Corporations”).

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