0001193125-21-343785 Sample Contracts

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”).

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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”).

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”).

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