PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 15th, 2021 • New York
Contract Type FiledApril 15th, 2021 JurisdictionNational Bancshares, Inc., an Iowa corporation (the "Company"), THE National Bank, (the "Bank"), and the United States Department of the Treasury (the "Selling Shareholder") each confirms its agreement (this "Agreement") with Stifel, Nicolaus & Company, Incorporated ("Stifel") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch," and collectively with Stifel, the "Placement Agents") with respect to the direct sale by the Selling Shareholder to one or more Winning Bidders (as defined in Section 2(a) hereof) and the placement, as agent of the Selling Shareholder, by the Placement Agents of 24,664 Shares of Class B Fixed Rate Cumulative Perpetual Preferred Stock, Series T1, par value $0.01 per share (“Series T1 Securities”), and 1,233 Shares of Class B Fixed Rate Cumulative Perpetual Preferred Stock, Series T2, par value $0.01 per share (“Series T2 Securities”), of the Company (the Series T1 Securities and Series T2 Securities, collectively, the "Securities").