0001558370-21-007555 Sample Contracts

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • May 19th, 2021 • Citizens & Northern Corp • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of May 19, 2021, and is made by and among Citizens & Northern Corporation, a Pennsylvania corporation (the “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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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 19th, 2021 • Citizens & Northern Corp • State commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of May 19, 2021 and is made by and among Citizens & Northern Corporation, a Pennsylvania 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”).

CITIZENS & NORTHERN CORPORATION As Issuer, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of May 19, 2021 3.25% Fixed to Floating Rate Subordinated Notes due 2031
Indenture • May 19th, 2021 • Citizens & Northern Corp • State commercial banks • New York

This INDENTURE dated as of May 19, 2021 is between Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

SENIOR NOTE PURCHASE AGREEMENT
Senior Note Purchase Agreement • May 19th, 2021 • Citizens & Northern Corp • State commercial banks • New York

This SENIOR NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of May 19, 2021, and is made by and among Citizens & Northern Corporation, a Pennsylvania corporation (the “Company”), and the several purchasers of the Senior Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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