Exhibit
10.1


 


BUSINESS
LOAN AGREEMENT


 


	Principal	Loan
    Date	Maturity	Loan
    No	Call/Coll	Account	Officer
    	Initials
	$7,500,000.00	11-01-2021	11-01-2022	xxxxxxx	 	 	***	 


 


	Borrower:	Landmark Bancorp, Inc.	Lender:	First National Bank of Omaha
	 	701 Poyntz Ave	 	Downtown-Corporate Banking Group
	 	Manhattan KS 66502-6055	 	1620 Dodge St SC 3206
	 	 	 	Omaha, NE 68197




 


 


THIS
BUSINESS LOAN AGREEMENT dated November 1, 2021, is made and executed between Landmark Bancorp, Inc. (“Borrower”) and First
National Bank of Omaha (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from
Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described
on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending
any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement (B) the
granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion;
and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. This Agreement shall apply to any and
all present and future loans, loan advances, extension of credit, financial accommodations and other agreements and undertakings of every
nature and kind that may be entered into by and between Borrower and Lender now and in the future.


 


TERM.
This Agreement shall be effective as of November 1, 2021, and shall continue in full force and effect until such time as all of Borrower’s
Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees
and charges, or until such time as the parties may agree in writing to terminate this Agreement.


 


LINE
OF CREDIT. The Indebtedness includes a revolving line of credit. Advances under the Indebtedness, as well as directions for payment
from Borrower’s accounts, may be requested either orally or in writing by Borrower. Lender may, but need not require that all non-written
requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions
of an authorized person as described in the “Advance Authority” section below or (B) credited to any of Borrower’s
accounts with Lender.


 


CONDITIONS
PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement
shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related
Documents.


 


Loan
Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting
to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender’s Security Interests;
(4) evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in
form and substance satisfactory to Lender and Lender’s counsel.


 


Borrower’s
Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing
the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other
resolutions, authorizations, documents and instruments as Lender or its counsel, may require.


 


Payment
of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as
specified in this Agreement or any Related Document.


 


Representations
and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or
certificate delivered to Lender under this Agreement are true and correct.


No
Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this
Agreement or under any Related Document.


 






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REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement
of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:


 


Organization.
Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing
under and by virtue of the laws of Borrower’s state of incorporation. Borrower is duly authorized to transact business in all other
states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state
in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in
all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has
the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes
to engage. Borrower maintains an office at 701 Poyntz Ave, Manhattan, KS 66502. Unless Borrower has designated otherwise in writing,
the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower
will notify Lender prior to any change in the location of Borrower’s state of organization or any change in Borrower’s name.
Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall
comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court
applicable to Borrower and Borrower’s business activities.


 


Assumed
Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used
by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does
business: None.


 


Authorization.
Borrower’s execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by
all necessary action by Borrower, do not require the consent or approval of any other person, regulatory authority, or governmental body,
and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower’s articles
of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental
regulation, court decree, or order applicable to Borrower or to Borrower’s properties. Borrower has the power and authority to
enter into the Note and the Related Documents and to grant collateral as security for the Loan. Borrower has the further power and authority
to own and to hold all of Borrower’s assets and properties, and to carry on Borrower’s business as presently conducted.


 


Financial
Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s financial
condition as of the date of the statement, and there has been no material adverse change in Borrower’s financial condition subsequent
to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed
in such financial statements.


 


Legal
Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered
will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.


 


Properties.
Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing to Lender
and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title
to all of Borrower’s properties free and clear of all Security Interests, and has not executed any security documents or financing
statements relating to such properties. All of Borrower’s properties are titled in Borrower’s legal name, and Borrower has
not used or filed a financing statement under any other name for at least the last five (5) years.


 






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Hazardous
Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period
of Borrower’s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release
or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge
of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture,
storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any
prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating
to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use,
generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and
any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including
without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections
and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections
or tests made by Lender shall be at Borrower’s expense and tor Lender’s purposes only and shall not be construed to create
any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained
herein are based on Borrower’s due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower
hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for
cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims,
losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach
of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release
of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify
and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall
not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.


 


Litigation
and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against
Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition
or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.


 


Taxes.
To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be filed,
have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to
be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.


 


Lien
Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements,
or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing
repayment of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s Security Interests
and rights in and to such Collateral.


 


Binding
Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof,
as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.


 


Commercial
Purposes. Borrower intends to use the Loan proceeds solely for business or commercially related purposes.


 


Employee
Benefit Plans. Each employee benefit plan as to which Borrower may have any liability complies in all material respects with all
applicable requirements of law and regulations, and (1) no Reportable Event nor Prohibited Transaction (as defined in ERISA) has
occurred with respect to any such plan, (2) Borrower has not withdrawn from any such plan or initiated steps to do so, (3) no steps have
been taken to terminate any such plan or to appoint a trustee to administer such a plan, and (4) there are no unfunded liabilities other
than those previously disclosed to Lender in writing.


 






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Investment
Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as amended.


 


Public
Utility Holding Company Act. Borrower is not a “holding company”, or a “subsidiary company” of a “holding
company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding
company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.


 


Regulations
T and U. Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve
System).


 


Information.
All information previously furnished or which is now being furnished by Borrower to Lender for the purposes of or in connection with
this Agreement or any transaction contemplated by this Agreement is, and all information furnished by or on behalf of Borrower to Lender
in the future will be, true and accurate in every material respect on the date as of which such information is dated or certified; and
no such information is or will be incomplete by omitting to state any material fact the omission of which would cause the information
to be misleading.


 


Claims
and Defenses. There are no defenses or counterclaims, offsets or other adverse claims, demands or actions of any kind, personal or
otherwise, that Borrower, any Granter, or any Guarantor could assert with respect to the Note, Loan, this Agreement, or the Related Documents.


 


AFFIRMATIVE
COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:


 


Repayment.
Repay the Loan in accordance with its terms and the terms of this Agreement.


 


Notices
of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition,
and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower
or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.


 


Financial
Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and
audit Borrower’s books and records at all reasonable times.


 


Financial
Statements. Furnish Lender with the following:


 


Additional
Requirements.


 


For
Landmark Bancorp, Inc., the following:


 


Compliance
Certification. As soon as available, but in no event later than 30 days after the end of each fiscal quarter, a certificate executed
by Borrower’s chief financial officer, or other officer or person acceptable to Lender, and in a format acceptable to Lender, certifying
that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further
certifying that, as of the date of the certificate, no Event of Default exists under this Agreement.


 


Financial
Statements Interim 1OQ. Promptly upon the filing thereof with the Securities and Exchange Commission (but in no event more than forty-five
(45) days after the end of each fiscal quarter), a copy of each signed Quarterly Report on Form 10-Q of the Borrower. Such report shall
include the Borrower’s quarterly financial statements, including but not limited to consolidated balance sheets of the Borrower
for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, all in reasonable detail
and stating in comparative form the respective figures for the corresponding date and period in the previous fiscal year and all prepared
in accordance with GAAP consistently applied and certified by the President of the Borrower to fairly present the financial condition
of the Borrower (subject to year-end adjustments).


 


FRY-9LP.
Immediately upon the filing thereof with the applicable Bank Regulatory Authority (but in no event more than forty-five (45) days
after the end of each fiscal quarter), a copy of the FRY-9LP for Landmark Bancorp, Inc.


 






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For
Landmark National Bank the following:


 


Bank
Call Reports. Immediately upon the filing thereof with the applicable Bank Regulatory Authority (but in no event more than forty-five
(45) days after the end of each fiscal quarter), a copy of the Call Report for Landmark National Bank for such calendar quarter.


 


Non-Performing
Assets to Tier 1 Capital and Loan Loss Reserves Ratio. Maintain a Non-Performing Assets to Tier 1 Capital and Loan Loss Reserves
Ratio (expressed as a percentage) shall not in any event exceed twenty percent (20.00%) and shall be measured on a quarterly basis. “Non-Performing
Assets” means with the sum of (a) Non-Performing Loans, (b) leases and other Assets for which payments or other obligations are
past due or in default by ninety (90) days or more, (c) the total of all non-accrual leases and other Assets, and (d) all other Assets
acquired through foreclosure or other realization upon collateral or rearrangement or satisfaction of Debt. “Tier 1 Capital”
means, at any time, on any date, the amount of Tier 1 Capital as reflected in the most recent call report. “Loan loss reserve”
or the “allowance for loan and lease losses” in Landmark National Bank.


 


Non-Performing
Loans to Total Loans. The ratio (expressed as a percentage) of Non-Performing loans to the total of all loans made by such Person
of less than five percent (5%) measured on a quarterly basis. “Non-performing loans” means, as of any date of determination,
the sum of; (a) loans classified as non-accrual (regardless of whether such classification is internal or as reported to or directed
by a Bank Regulatory Authority); plus (b) loans past due by ninety (90) or more days that are still accruing interest.


 


Tier
1 Risk Based Capital Ratio. Maintain a Tier 1 Risk-Based Capital Ratio (expressed as a percentage) shall not be less than twelve
and one-half percent (12.50%) and shall be measured on a quarterly basis. “Tier 1 Risk Based Capital Ratio” means Tier 1
Risk Based Capital Ratio as currently defined in the Landmark National Bank’s most recent Call Report.


 


For
the above Additional Requirements, “Call Report” means, with respect to the Borrower, its FR Y-9C and FR Y-9LP quarterly
reports to the Federal Reserve System, and, its “Consolidated Reports of Condition and Income” (or similar reports) filed
with its applicable Bank Regulatory Authority, or such other forms of call reports as may be required by the Bank Regulatory Authority
from time to time; provided, however, if at any time such reports are not required by the applicable Bank Regulatory Authorities, then
“Call Reports” shall mean reports containing information similar to the reports set forth above or such other reports as
the parties hereto agree upon.


 


All
financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis,
and certified by Borrower as being true and correct.


 


Additional
Information. Furnish such additional information and statements, as Lender may request from time to time.


 


Insurance.
Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to
Borrower’s properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower,
upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender,
including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender.
Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by
any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or
is offered a security interest for the Loans, Borrower will provide Lender with such lender’s loss payable or other endorsements
as Lender may require.


 






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Insurance
Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender
may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount
of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and
the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more
often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value
or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.


 


Other
Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and
any other party and notify Lender immediately in writing of any default in connection with any other such agreements.


 


Loan
Proceeds. Use all Loan proceeds solely for Borrower’s business operations, unless specifically consented to the contrary by
Lender in writing.


 


Taxes,
Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits,
prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s
properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge,
levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower
shall have established on Borrower’s books adequate reserves with respect to such contested assessment, tax, charge, levy, lien,
or claim in accordance with GAAP.


 


Performance.
Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents,
and in all other instruments and agreements between Borrower and Lender, and in all other loan agreements now or in the future existing
between Borrower and any other party. Borrower shall notify Lender immediately in writing of any default in connection with any agreement.


 


Operations.
Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and
management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs
in a reasonable and prudent manner


.


Environmental
Studies. Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as
may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined
as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting
any property or any facility owned, leased or used by Borrower.


 


Compliance
with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental
authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of the Collateral,
including without limitation, the Americans with Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation
and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior
to doing so and so long as, in Lender’s sole opinion, Lender’s interests in the Collateral are not jeopardized. Lender may
require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.


 






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Inspection.
Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower’s
other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s
books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated
records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request
of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies
of any records it may request, all at Borrower’s expense.


 


Change
of Location. Immediately notify Lender in writing of any additions to or changes in the location of Borrower’s businesses.


 


Title
to Assets and Property. Maintain good and marketable title to all of Borrower’s assets and properties.


 


Notice
of Default, Litigation and ERISA Matters. Forthwith upon learning of the occurrence of any of the following, Borrower shall provide
Lender with written notice thereof, describing the same and the steps being taken by Borrower with respect thereto: (1) the occurrence
of any Event of Default, or (2) the institution of, or any adverse determination in, any litigation, arbitration proceeding or governmental
proceeding, or (3) the occurrence of a Reportable Event under, or the institution of steps by Borrower to withdraw from, or the institution
of any steps to terminate, any employee benefit plan as to which Borrower may have any liability.


 


Other
Information. From time to time Borrower will provide Lender with such other information as Lender may reasonably request.


 


Employee
Benefit Plans. So long as this Agreement remains in effect, Borrower will maintain each employee benefit plan as to which Borrower
may have any liability, in compliance with all applicable requirements of law and regulations.


 


Environmental
Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist,
as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property
owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity
is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities;
shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien,
citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional
action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment
and/or other natural resources.


 


Additional
Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments,
financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure
the Loans and to perfect all Security Interests.


 


LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or
if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s
failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents,
Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on
any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date
of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable
on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note’s maturity.


 






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NEGATIVE
COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior
written consent of Lender:


 


Indebtedness
and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement,
create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease,
grant a security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted Liens), or (3) sell with recourse
any of Borrower’s accounts, except to Lender.


 


Continuity
of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2)
cease operations, liquidate, merge or restructure as a legal entity (whether by division or otherwise), consolidate with or acquire any
other entity, change its name, convert to another type of entity or redomesticate, dissolve or transfer or sell Collateral out of the
ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than dividends payable in its stock), provided,
however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from
the payment of dividends, if Borrower is a “Subchapter S Corporation” (as defined in the Internal Revenue Code of 1986, as
amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders
to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely
from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower’s stock, or purchase
or retire any of Borrower’s outstanding shares or alter or amend Borrower’s capital structure.


 


Loans,
Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase,
create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the
ordinary course of business.


 


Agreements.
Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower’s obligations
under this Agreement or in connection herewith.


 


CESSATION
OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement,
Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under
the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (8)
Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is
adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of
any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself
insecure, even though no Event of Default shall have occurred.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow
Lender to protect Lender’s charge and setoff rights provided in this paragraph.


 


DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:


 


Payment
Default. Borrower fails to make any payment when due under the Loan.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.


 






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Default
in Favor of Third Parties. Borrower or any Granter defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s
or any Grantor’s property or Borrower’s or any Grantor’s ability to repay the Loans or perform their respective obligations
under this Agreement or any of the Related Documents.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf, or made
by Guarantor, under this Agreement or the Related Documents in connection with the obtaining of the Loan evidenced by the Note or any
security document directly or indirectly securing repayment of the Note is false or misleading in any material respect, either now or
at the time made or furnished or becomes false or misleading at any time thereafter.


 


Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of
a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.


 


Execution;
Attachment. Any execution or attachment is levied against the Collateral, and such execution or attachment is not set aside, discharged
or stayed within thirty (30) days after the same is levied.


 


Change
in Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted,
adopted or implemented, that limits or defines the uses which may be made of the Collateral such that the present or intended use of
the Collateral, as specified in the Related Documents, would be in violation of such zoning ordinance or regulation or public restriction,
as changed.


 


Default
Under Other Lien Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or any portion
of the Collateral.


 


Judgment.
Unless adequately covered by insurance in the opinion of Lender, the entry of a final judgment for the payment of money involving
more than ten thousand dollars ($10,000.00) against Borrower and the failure by Borrower to discharge the same, or cause it to be discharged,
or bonded off to Lender’s satisfaction, within thirty (30) days from the date of the order, decree or process under which or pursuant
to which such judgment was entered.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 






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Change
in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of the Loan is impaired.


 


Insecurity.
Lender in good faith believes itself insecure.


 


Change
in Membership. If Borrower or Guarantor is a limited liability company, any change in ownership of twenty-five percent (25%) or more
of the membership interest of Borrower or Guarantor is an Event of Default.


 


EFFECT
OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents,
all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately
will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described
in the “Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have
all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited
by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its
rights and remedies.


 


ADDITIONAL
DOCUMENTS. Borrower shall provide Lender with the following additional documents:


 


Corporate
Resolution. Borrower has provided or will provide Lender with a certified copy of resolutions properly adopted by Borrower’s
Board of Directors, and certified by Borrower’s corporate secretary, assistant secretary, or other authorized officer, under which
Borrower’s Board of Directors authorized one or more designated officers or employees to execute this Agreement, the Note and any
and all Security Agreements directly or indirectly securing repayment of the same, and to consummate the borrowings and other transactions
as contemplated under this Agreement, and to consent to the remedies following any default by Borrower as provided in this Agreement
and in any Security Agreements.


 


Opinion
of Counsel. When required by Lender, Borrower has provided or will provide Lender with an opinion of Borrower’s counsel certifying
to and that: (1) Borrower’s Note, any Security Agreements and this Agreement constitute valid and binding obligations on Borrower’s
part that are enforceable in accordance with their respective terms; (2) Borrower is validly existing and in good standing; (3) Borrower
has authority to enter into this Agreement and to consummate the transactions contemplated under this Agreement; and (4) such other matters
as may have been requested by Lender or by Lender’s counsel.


 


GUARANTOR
PROVISION. Borrower agrees to deliver to Lender any required Guarantor financial items per the Agreement.


 


ELECTRONIC
COPIES. Lender may copy, electronically or otherwise, and thereafter destroy, the originals of this Agreement and/or Related Documents
in the regular course of Lender’s business. All such copies produced from an electronic form or by any other reliable means (i.e.,
photographic image or facsimile) shall in all respects be considered equivalent to an original, and Borrower hereby waives any rights
or objections to the use of such copies.


 


MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:


 


Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration or amendment.


 






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Attorneys’
Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone
else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection
services. Borrower also shall pay all court costs and such additional fees as may be directed by the court.


 


Borrower
Information. Borrower consents to the release of information on or about Borrower by Lender in accordance with any court order, law
or regulation and in response to credit inquiries concerning Borrower.


 


Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.


 


Consent
to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more participation
interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever,
to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other
matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower
additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation
interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of
such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of
such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender
or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce
Borrower’s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower
further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or
defenses that Borrower may have against Lender.


 


Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of
the State of Nebraska without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Nebraska.


 


Choice
of Venue. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Douglas
County, State of Nebraska.


 


Non-Liability
of Lender. The relationship between Borrower and Lender created by this Agreement is strictly a debtor and creditor relationship
and not fiduciary in nature, nor is the relationship to be construed as creating any partnership or joint venture between Lender and
Borrower. Borrower is exercising Borrower’s own judgment with respect to Borrower’s business. All information supplied to
Lender is for Lender’s protection only and no other party is entitled to rely on such information. There is no duty for Lender
to review, inspect, supervise or inform Borrower of any matter with respect to Borrower’s business. Lender and Borrower intend
that Lender may reasonably rely on all information supplied by Borrower to Lender, together with all representations and warranties given
by Borrower to Lender, without investigation or confirmation by Lender and that any investigation or failure to investigate will not
diminish Lender’s right to so rely.


 


Notice
of Lender’s Breach. Borrower must notify Lender in writing of any breach of this Agreement or the Related Documents by Lender
and any other claim, cause of action or offset against Lender within thirty (30) days after the occurrence of such breach or after the
accrual of such claim, cause of action or offset. Borrower waives any claim, cause of action or offset for which notice is not given
in accordance with this paragraph. Lender is entitled to rely on any failure to give such notice.


 






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Indemnification
of Lender. Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations,
damages, losses, costs and expenses (including, without limitation, Lender’s attorneys’ fees), demands, liabilities, penalties,
fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees,
and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted
Lender under this, as well as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management,
repair, condition, or maintenance of any part of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned
and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower
to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions
shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity
shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder.
Borrower’s indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance,
or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under
any insurance policy or policies affecting the Collateral and/or Borrower’s business activities. Should any claim, action or proceeding
be made or brought against Lender by reason of any event as to which Borrower’s indemnification obligations apply, then, upon Lender’s
demand, Borrower, at its sole cost and expense, shall defend such claim, action or proceeding in Borrower’s name, if necessary,
by the attorneys for Borrower’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by
such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and
to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys.


 


Counterparts.
This Agreement may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such
counterparts, taken together, shall constitute one and the same Agreement.


 


No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or
of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required
under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances
where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.


 


Notices.
Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when
actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the
addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal
written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes,
Borrower agrees to keep Lender informed at all times of Borrower’s current address. Unless otherwise provided or required by law,
if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. 


 


Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be
so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.


 






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Sole
Discretion of Lender. Whenever Lender’s consent or approval is required under this Agreement, the decision as to whether or
not to consent or approve shall be in the sole and exclusive discretion of Lender and Lender’s decision shall be final and conclusive.


 


Subsidiaries
and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without
limitation any representation, warranty or covenant, the word “Borrower” as used in this Agreement shall include all of Borrower’s
subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require
Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries or affiliates.


 


Successors
and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall
bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall
not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the prior written
consent of Lender.


 


Survival
of Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations,
warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender
under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such
representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents,
shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in
full force and effect until such time as Borrower’s Indebtedness shall be paid in full, or until this Agreement shall be terminated
in the manner provided above, whichever is the last to occur.


 


Time
is of the Essence. Time is of the essence in the performance of this Agreement.


 


Waive
Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any
party against any other party.


 


DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms
not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words
and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date of this Agreement:


 


Advance.
The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s behalf
on a line of credit or multiple advance basis under the terms and conditions of this Agreement.


 


Agreement.
The word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from
time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.


 


Borrower.
The word “Borrower” means Landmark Bancorp, Inc. and includes all co-signers and co-makers signing the Note and all their
successors and assigns.


 


Collateral.
The word “Collateral” means all property and assets granted as collateral security for a Loan, whether real or personal
property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security
interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract,
lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract,
or otherwise.


 






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Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating
to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations
adopted pursuant thereto.


 


ERISA.
The word “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and including
all regulations and published interpretations of the act.


 


Event
of Default. The words “Event of Default” mean individually, collectively, and interchangeably any of the events of default
set forth in this Agreement in the default section of this Agreement.


 


GAAP.
The word “GAAP” means generally accepted accounting principles.


 


Grantor.
The word “Grantor” means each and all of the persons or entities granting a Security Interest in any Collateral for the
Loan, including without limitation all Borrowers granting such a Security Interest.


 


Guarantor.
The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Loan, and, in each case,
Borrower’s successors, assigns, heirs, personal representatives, executors and administrators of any guarantor, surety, or accommodation
party.


 


Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part
of the Note.


 


Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances”
are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as
defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.


 


Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and
interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under
any of the Related Documents.


 


Lender.
The word “Lender” means First National Bank of Omaha, its successors and assigns.


 


Loan.
The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter
existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described
on any exhibit or schedule attached to this Agreement from time to time, and further including any and all subsequent amendments, additions,
substitutions, renewals and refinancings of any of Borrower’s Loans.


 


Note.
The word “Note” means any and all of Borrower’s liabilities, obligations and debts to Lender, now existing or hereinafter
incurred or created, including, without limitation, all loans, advances, interest, costs debts, overdraft indebtedness, credit card indebtedness,
lease obligations, liabilities and obligations under interest rate protection agreements or foreign currency exchange agreements or commodity
price protection agreements, other obligations, and liabilities of Borrower together with all modifications, increases, renewals, and
extensions of the aforementioned. Additionally, hereby incorporated as if fully set forth herein are the terms and conditions of any
promissory note, agreement or other document executed by Borrower and/or Lender indicating this security instrument or the property described
herein shall be considered “Collateral” securing such promissory note, agreement, or other instrument, or any similar reference.


 






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Permitted
Liens. The words “Permitted Liens” mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender;
(2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics,
warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet
delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the
ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph
of this Agreement titled “Indebtedness and Liens”; (5) liens and security interests which, as of the date of this Agreement,
have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute
an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.


 


Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Loan.


 


Security
Agreement. The words “Security Agreement” mean and include without limitation any agreements, promises, covenants, arrangements,
understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating
a Security Interest.


 


Security
Interest. The words “Security Interest” mean, individually, collectively, and interchangeably, without limitation, any
and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust,
security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment
trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any
other security or lien interest whatsoever whether created by law, contract, or otherwise.


 


BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT
IS DATED NOVEMBER 1, 2021.


 


	BORROWER:	 
	 	 
	LANDMARK BANCORP, INC	 
	 	 
	/s/ Mark A Herpich	 
	Mark A Herpich, Chief Fin. Officer/Secretary of	 
	Landmark Bancorp, Inc.	 




 




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CHANGE
IN TERMS AGREEMENT


 


	Principal	Loan
    Date	Maturity	Loan
    No	Call/Coll	Account	Officer
    	Initials
	$7,500,000.00	11-01-2021	11-01-2022	xxxxxxx	 	 	***	 


 


	Borrower:	Landmark Bancorp, Inc.	Lender:	First National Bank of Omaha
	 	701 Poyntz Ave	 	Downtown-Corporate Banking Group
	 	Manhattan KS 66502-6055	 	1620 Dodge St SC 3206
	 	 	 	Omaha,
NE 68197




 


 


	Principal Amount:
$7,500,000.00	Date of Agreement: November 1, 2021



 


DESCRIPTION
OF EXISTING INDEBTEDNESS. This Change in Terms Agreement is an amendment and/or modification of the terms and conditions of indebtedness
of Borrower as set forth in a Promissory Note dated November 1, 2016, in the amount of $7,500,000.00, and most recently documented in
a Change in Terms Agreement dated October 30, 2020, and shall include all renewals, modifications and extensions of such documents.


 


DESCRIPTION
OF CHANGE IN TERMS. As fully set forth herein below, this Change in Terms Agreement generally modifies the terms applicable to the
existing indebtedness by extending the maturity date to November 1, 2022. Any sums due and owing hereunder shall take into account any
principal and interest payments made by the Borrower in accordance with regular established billing cycles.


 


PROMISE
TO PAY. Landmark Bancorp, Inc. (“Borrower”) promises to pay to First National Bank of Omaha (“Lender”), or order,
in lawful money of the United States of America, the principal amount of Seven Million Five Hundred Thousand & 00/100 Dollars ($7,500,000.00)
or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall
be calculated from the date of each advance until repayment of each advance.


 


PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on November 1, 2022. In addition,
Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning December 1, 2021,
with all subsequent interest payments to be due on the same day of each quarter after that. Unless otherwise agreed or required by applicable
law, payments will be applied to interest, principal, and expenses owing under the Note in an order determined by Lender. Borrower will
pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.


 


VARIABLE
INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an independent index which
is the U.S. Prime Rate as published by the Wall Street Journal and currently is determined by the base rate on corporate loans posted
by at least seventy percent (70%) of the nations ten (10) largest banks (the “Index”). The Index is not necessarily the lowest
rate charged by Lender on its loans. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate
change will not occur more often than each day during the term of the loan. If at any time the Index is less than zero, then it shall
be deemed to be zero for the purpose of calculating the interest rate on this Note. Borrower understands that Lender may make loans based
on other rates as well. The Index currently is 3.250% per annum. Interest on the unpaid principal balance of this loan will be
calculated as described in the “INTEREST CALCULATION METHOD” paragraph using a rate of 0.250 percentage points under the
Index (the “Margin”), adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an
initial rate of 3.000% per annum based on a year of 360 days. If Lender determines, in its sole discretion, that the Index has become
unavailable or unreliable, either temporarily, indefinitely, or permanently, during the term of this loan, Lender may amend this loan
by designating a substantially similar substitute index. Lender may also amend and adjust the Margin to accompany the substitute index.
The change to the Margin may be a positive or negative value, or zero. In making these amendments, Lender may take into consideration
any then-prevailing market convention for selecting a substitute index and margin for the specific Index that is unavailable or unreliable.
Such an amendment to the terms of this loan will become effective and bind Borrower 10 business days after Lender gives written notice
to Borrower without any action or consent of the Borrower. NOTICE: Under no circumstances will the interest rate on this loan be less
than 3.000% per annum or more than the maximum rate allowed by applicable law.


 


INTEREST
CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a
year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.
All interest payable under this loan is computed using this method.


 






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PREPAYMENT.
Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed
to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest. Rather,
early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”,
“without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s
rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment
in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount
must be mailed or delivered to: First National Bank of Omaha, Downtown- Corporate Banking Group, 1620 Dodge St SC 3206, Omaha, NE 68197.


 


LATE
CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $25.00, whichever
is greater.


 


INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding
an additional 6.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also apply to each succeeding
interest rate change that would have applied had there been no default. However, in no event will the interest rate exceed the maximum
interest rate limitations under applicable law.


 


DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:


 


Payment
Default. Borrower fails to make any payment when due under the Indebtedness.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.


 


Default
in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement,
or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or ability
to perform Borrower’s obligations under this Agreement or any of the Related Documents.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf, or made
by Guarantor, or any other guarantor, endorser, surety, or accommodation party, under this Agreement or the Related Documents in connection
with the obtaining of the Indebtedness evidenced by this Agreement or any security document directly or indirectly securing repayment
of this Agreement is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading
at any time thereafter.


 


Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of
a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This
includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.


 


Execution;
Attachment. Any execution or attachment is levied against the Collateral, and such execution or attachment is not set aside, discharged
or stayed within thirty (30) days after the same is levied.


 


Change
in Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted, adopted
or implemented, that limits or defines the uses which may be made of the Collateral such that the present or intended use of the Collateral,
as specified in the Related Documents, would be in violation of such zoning ordinance or regulation or public restriction, as changed.


 






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Default
Under Other Lien Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or any portion
of the Collateral.


 


Judgment.
Unless adequately covered by insurance in the opinion of Lender, the entry of a final judgment for the payment of money involving
more than ten thousand dollars ($10,000.00) against Borrower and the failure by Borrower to discharge the same, or cause it to be discharged,
or bonded off to Lender’s satisfaction, within thirty (30) days from the date of the order, decree or process under which or pursuant
to which such judgment was entered.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor, or any other guarantor, endorser, surety,
or accommodation party of any of the Indebtedness or any Guarantor, or any other guarantor, endorser, surety, or accommodation party
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by
this Note.


 


Change
In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired.


 


Insecurity.
Lender in good faith believes itself insecure.


 


LENDER’S
RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest
immediately due, and then Borrower will pay that amount.


 


ATTORNEYS’
FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender
that amount. This includes, subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s legal
expenses, whether or not there is a lawsuit, including attorneys’ fees expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court
costs, in addition to all other sums provided by law.


 


JURY
WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender
or Borrower against the other.


 


GOVERNING
LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of
the State of Nebraska without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Nebraska.


 


CHOICE
OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Douglas
County, State of Nebraska.


 


DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $30.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized
charge with which Borrower pays is later dishonored.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow
Lender to protect Lender’s charge and setoff rights provided in this paragraph.


 


COLLATERAL.
Borrower acknowledges this Agreement is secured by a Commercial Pledge Agreement dated November 1, 2021, and any and all other security
agreements or documents and any and all other collateral agreements or documents associated with this Loan or Note whether now existing
or hereafter arising.


 






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LINE
OF CREDIT. This Agreement evidences a revolving line of credit. Advances under this Agreement may be requested either orally or in
writing by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing.
All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender’s office shown
above. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or
(B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Agreement at any time may be
evidenced by endorsements on this Agreement or by Lender’s internal records, including daily computer print-outs.


 


CONTINUING
VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements
evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not
waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms.
Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender
in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who
signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is
given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this
Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but
also to all such subsequent actions.


 


U.S.A.
PATRIOT ACT. To help the government fight the funding of terrorism and money laundering activities, the USA PATRIOT Act requires
all banks to obtain and verify the identity of each person or business that opens an account. When Borrower opens an account Lender will
ask Borrower for information that will allow Lender to properly identify Borrower and Lender will verify that information. If Lender
cannot properly verify identity within 30 calendar days, Lender reserves the right to deem all of the balance and accrued interest due
and payable immediately.


 


ELECTRONIC
COPIES. Lender may copy, electronically or otherwise, and thereafter destroy, the originals of this Agreement and/or Related Documents
in the regular course of Lender’s business. All such copies produced from an electronic form or by any other reliable means (i.e.,
photographic image or facsimile) shall in all respects be considered equivalent to an original, and Borrower hereby waives any rights
or objections to the use of such copies.


 


CHANGE
IN MEMBERSHIP. If Borrower or Guarantor is a limited liability company, any change in ownership of twenty-five percent (25%) or more
of the membership interest of Borrower or Guarantor is an Event of Default.


 


CROSS
DEFAULT. An Event of Default, beyond the applicable cure period, if any, or an Event of Default under any other Loan or any Related
Document will constitute an Event of Default under this Agreement and a default and an Event of Default under any other agreement by
Borrower or any affiliate or subsidiary of Borrower with or in favor of Lender and under any evidence of any Loan or Indebtedness held
by Lender, whether or not such is specified therein. Borrower acknowledges that some Loan Documents will be preprinted forms and that
it is the intent of Borrower and Lender that all Loans and Guaranties by Borrower or any affiliate or subsidiary of Borrower with or
in favor of Lender be cross-defaulted with each other.


 


SUCCESSORS
AND ASSIGNS. Subject to any limitations stated in this Agreement on transfer of Borrower’s interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in
a person other than Borrower, Lender, without notice to Borrower, may deal with Borrower’s successors with reference to this Agreement
and the Indebtedness by way of forbearance or extension without releasing Borrower from the obligations of this Agreement or liability
under the Indebtedness.


 


MISCELLANEOUS
PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay
or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees
or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change
in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent
of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made. The obligations under this Agreement are joint and several.


 


PRIOR
TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE AGREEMENT.


 


	BORROWER:	 
	 	 
	LANDMARK BANCORP, INC	 
	 	 
	/s/ Mark A Herpich	 
	Mark A Herpich, Chief Fin. Officer/Secretary of	 
	Landmark Bancorp, Inc.	 




 




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COMMERCIAL
PLEDGE AGREEMENT


 


	Principal	Loan
    Date	Maturity	Loan
    No	Call/Coll	Account	Officer
    	Initials
	$7,500,000.00	11-01-2021	11-01-2022	xxxxxxx	 	 	***	 


 


	Borrower:	Landmark Bancorp, Inc.	Lender:	First National Bank of Omaha
	 	701 Poyntz Ave	 	Downtown-Corporate Banking Group
	 	Manhattan KS 66502-6055	 	1620 Dodge St SC 3206
	 	 	 	Omaha,
NE 68197




 


THIS
COMMERCIAL PLEDGE AGREEMENT dated November 1, 2021, is made and executed between Landmark Bancorp, Inc. (“Granter”) and First
National Bank of Omaha (“Lender”).


 


GRANT
OF SECURITY INTEREST. For valuable consideration, Granter grants to Lender a security interest in the Collateral to secure the Indebtedness
and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights
which Lender may have by law.


 


COLLATERAL
DESCRIPTION. The word “Collateral” as used in this Agreement means Grantor’s present and future rights, title and
interest in and to the following described investment property, together with any and all present and future additions thereto, substitutions
therefor, and replacements thereof, together with any and all present and future certificates and/or instruments evidencing any securities
and further together with all Income and Proceeds as described herein:


 


Stock
Cert #R3 - 2 Million shares of Landmark National Bank


 


CROSS-COLLATERALIZATION.
In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter
arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect,
determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly
with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be
or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may
become otherwise unenforceable.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts
Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow
Lender to protect Lender’s charge and setoff rights provided in this paragraph.


 


REPRESENTATIONS
AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor represents and warrants to Lender that:


 


Ownership.
Grantor is the lawful owner of the Collateral free and clear of all security interests, liens, encumbrances and claims of others
except as disclosed to and accepted by Lender in writing prior to execution of this Agreement.


 


Right
to Pledge. Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral.


 


Authority;
Binding Effect. Grantor has the full right, power and authority to enter into this Agreement and to grant a security interest in
the Collateral to Lender. This Agreement is binding upon Grantor as well as Grantor’s successors and assigns, and is legally enforceable
in accordance with its terms. The foregoing representations and warranties, and all other representations and warranties contained in
this Agreement are and shall be continuing in nature and shall remain in full force and effect until such time as this Agreement is terminated
or cancelled as provided herein.


 






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No
Further Assignment. Grantor has not, and shall not, sell, assign, transfer, encumber or otherwise dispose of any of Grantor’s
rights in the Collateral except as provided in this Agreement.


 


No
Defaults. There are no defaults existing under the Collateral, and there are no offsets or counterclaims to the same. Grantor will
strictly and promptly perform each of the terms, conditions, covenants and agreements, if any, contained in the Collateral which are
to be performed by Grantor.


 


No
Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor
is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.


 


Financing
Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender’s
security interest. At Lender’s request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender’s security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other
fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably
appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a
financing statement.


 


LENDER’S
RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. Lender may hold the Collateral until all Indebtedness has been paid and satisfied.
Thereafter Lender may deliver the Collateral to Grantor or to any other owner of the Collateral. Lender shall have the following rights
in addition to all other rights Lender may have by law:


 


Maintenance
and Protection of Collateral. Lender may, but shall not be obligated to, take such steps as it deems necessary or desirable to protect,
maintain, insure, store, or care for the Collateral, including paying of any liens or claims against the Collateral. This may include
such things as hiring other people, such as attorneys, appraisers or other experts. Lender may charge Grantor for any cost incurred in
so doing. When applicable law provides more than one method of perfection of Lender’s security interest, Lender may choose the
method(s) to be used. If the Collateral consists of stock, bonds or other investment property for which no certificate has been issued,
Grantor agrees, at Lender’s request, either to request issuance of an appropriate certificate or to give instructions on Lender’s
forms to the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records Lender’s
security interest in the Collateral. Grantor also agrees to execute any additional documents, including but not limited to, a control
agreement, necessary to perfect Lender’s security interest as Lender may desire.


 


Income
and Proceeds from the Collateral. Lender may receive all Income and Proceeds and add it to the Collateral. Grantor agrees to deliver
to Lender immediately upon receipt, in the exact form received and without commingling with other property, all Income and Proceeds from
the Collateral which may be received by, paid, or delivered to Grantor or for Grantor’s account, whether as an addition to, in
discharge of, in substitution of, or in exchange for any of the Collateral.


 


Application
of Cash. At Lender’s option, Lender may apply any cash, whether included in the Collateral or received as Income and Proceeds
or through liquidation, sale, or retirement, of the Collateral, to the satisfaction of the Indebtedness or such portion thereof as Lender
shall choose, whether or not matured.


 


Transactions
with Others. Lender may (1) extend time for payment or other performance, (2) grant a renewal or change in terms or conditions, or
(3) compromise, compound or release any obligation, with any one or more Obligors, endorsers, or Guarantors of the Indebtedness as Lender
deems advisable, without obtaining the prior written consent of Grantor, and no such act or failure to act shall affect Lender’s
rights against Grantor or the Collateral.


 


All
Collateral Secures Indebtedness. All Collateral shall be security for the Indebtedness, whether the Collateral is located at one
or more offices or branches of Lender. This will be the case whether or not the office or branch where Grantor obtained Grantor’s
loan knows about the Collateral or relies upon the Collateral as security.


 






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Collection
of Collateral. Lender at Lender’s option may, but need not, collect the Income and Proceeds directly from the Obligors. Grantor
authorizes and directs the Obligors, if Lender decides to collect the Income and Proceeds, to pay and deliver to Lender all Income and
Proceeds from the Collateral and to accept Lender’s receipt for the payments.


 


Power
of Attorney. Granter irrevocably appoints Lender as Grantor’s attorney-in-fact, with full power of substitution, (a) to demand,
collect, receive, receipt for, sue and recover all Income and Proceeds and other sums of money and other property which may now or hereafter
become due, owing or payable from the Obligors in accordance with the terms of the Collateral; (b) to execute, sign and endorse any and
all instruments, receipts, checks, drafts and warrants issued in payment for the Collateral; (c) to settle or compromise any and all
claims arising under the Collateral, and in the place and stead of Grantor, execute and deliver Grantor’s release and acquittance
for Grantor; (d) to file any claim or claims or to take any action or institute or take part in any proceedings, either in Lender’s
own name or in the name of Grantor, or otherwise, which in the discretion of Lender may seem to be necessary or advisable; and (e) to
execute in Grantor’s name and to deliver to the Obligors on Grantor’s behalf, at the time and in the manner specified by
the Collateral, any necessary instruments or documents.


 


Perfection
of Security Interest. Upon Lender’s request, Granter will deliver to Lender any and all of the documents evidencing or constituting
the Collateral. When applicable law provides more than one method of perfection of Lender’s security interest, Lender may choose
the method(s) to be used. Upon Lender’s request, Grantor will sign and deliver any writings necessary to perfect Lender’s
security interest. This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness
is paid in full and even though for a period of time Grantor may not be indebted to Lender.


 


LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or
if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor’s
failure to discharge or pay when due any amounts Granter is required to discharge or pay under this Agreement or any Related Documents,
Lender on Grantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on
the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date
of repayment by Granter. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable
on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note’s maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default.


 


LIMITATIONS
ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of the Collateral in
Lender’s possession, but shall have no other obligation to protect the Collateral or its value. In particular, but without limitation,
Lender shall have no responsibility for (A) any depreciation in value of the Collateral or for the collection or protection of any Income
and Proceeds from the Collateral, (B) preservation of rights against parties to the Collateral or against third persons, (C) ascertaining
any maturities, calls, conversions, exchanges, offers, tenders, or similar matters relating to any of the Collateral, or (D) informing
Granter about any of the above, whether or not Lender has or is deemed to have knowledge of such matters. Except as provided above, Lender
shall have no liability for depreciation or deterioration of the Collateral.


 


DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:


 


Payment
Default. Grantor fails to make any payment when due under the Indebtedness.


Other
Defaults. Granter fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Granter.


 






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Default
in Favor of Third Parties. Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement,
or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor’s property or ability
to perform Grantor’s obligations under this Agreement or any of the Related Documents.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Granter or on Grantor’s behalf under this
Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.


 


Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.


 


Insolvency.
The dissolution or termination of Grantor’s existence as a going business, the insolvency of Granter, the appointment of a
receiver for any part of Grantor’s property, any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Granter or by any governmental agency against any collateral securing the Indebtedness. This
includes a garnishment of any of Grantor’s accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Granter as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of
any of the Indebtedness or guarantor, endorser, surety, or accommodation party dies or becomes incompetent or revokes or disputes the
validity of, or liability under, any Guaranty of the Indebtedness.


 


Adverse
Change. A material adverse change occurs in Grantor’s financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired.


 


Insecurity.
Lender in good faith believes itself insecure.


 


RIGHTS
AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender may exercise any one
or more of the following rights and remedies:


 


Accelerate
Indebtedness. Declare all Indebtedness, including any prepayment penalty which Granter would be required to pay, immediately due
and payable, without notice of any kind to Granter.


 


Collect
the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain
possession of the Collateral while suing on the Indebtedness.


 


Sell
the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales.
Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market,
Lender shall give or mail to Granter, and other persons as required by law, notice at least ten (10) days in advance of the time and
place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person
who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of
sale. Granter agrees that any requirement of reasonable notice as to Granter is satisfied if Lender mails notice by ordinary mail addressed
to Granter at the last address Granter has given Lender in writing. If a public sale is held, there shall be sufficient compliance with
all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral
is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at
any public sale.


 






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Sell
Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities laws.
If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market
transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may
make a private sale to one or more persons or to a restricted group of persons, even though such sale may result in a price that is less
favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities
held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as
Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Granter or any
other owner of the Collateral is an affiliate of the issuer of the securities, Grantor, agrees that neither Granter, nor any member of
Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining
Lender’s prior written consent.


 


Rights
and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and remedies
granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies: (1) register
with any issuer or broker or other securities intermediary any of the Collateral consisting of investment property or financial assets
(collectively herein, “investment property”) in Lender’s sole name or in the name of Lender’s broker, agent or
nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Collateral consisting of securities,
or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with any issuer or securities
intermediary with respect to any Collateral consisting of investment property, on such terms as Lender may deem appropriate, in its sole
discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice
to or consent by Granter; (4) execute any such control agreement on Grantor’s behalf and in Grantor’s name, and hereby irrevocably
appoints Lender as agent and attorney-in-fact, coupled with an interest, for the purpose of executing such control agreement on Grantor’s
behalf; (5) exercise any and all rights of Lender under any such control agreement or power of attorney; (6) exercise any voting, conversion,
registration, purchase, option, or other rights with respect to any Collateral; (7) collect, with or without legal action, and issue
receipts concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Collateral consisting
of investment property. Any control agreement entered with respect to any investment property shall contain the following provisions,
at Lender’s discretion. Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to
refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent
by Granter. Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or
buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker
or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value
with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control
agreement shall contain such authorizations as are necessary to place Lender in “control” of such investment collateral,
as contemplated under the provisions of the Uniform Commercial Code, and shall fully authorize Lender to issue “entitlement orders”
concerning the transfer, redemption, liquidation or disposition of investment collateral, in conformance with the provisions of the Uniform
Commercial Code.


 


Foreclosure.
Maintain a judicial suit for foreclosure and sale of the Collateral.


 


Transfer
Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Granter irrevocably appoints Lender
as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Granter and each of them (if
more than one) as shall be necessary or reasonable.


 


Other
Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform
Commercial Code, at law, in equity, or otherwise.


 






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Application
of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral,
to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale,
attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection
with the collection and sale of such Collateral and to the payment of the Indebtedness of Granter to Lender, with any excess funds to
be paid to Granter as the interests of Granter may appear. Granter agrees, to the extent permitted by law, to pay any deficiency after
application of the proceeds of the Collateral to the Indebtedness.


 


Election
of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this
Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Granter under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right
to declare a default and exercise its remedies.


 


ELECTRONIC
COPIES. Lender may copy, electronically or otherwise, and thereafter destroy, the originals of this Agreement and/or Related Documents
in the regular course of Lender’s business. All such copies produced from an electronic form or by any other reliable means (i.e.,
photographic image or facsimile) shall in all respects be considered equivalent to an original, and Borrower hereby waives any rights
or objections to the use of such copies.


 


MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:


 


Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys’
Fees; Expenses. Lender may hire or pay someone else to help enforce this Agreement, and Granter shall pay the costs and expenses
of such enforcement. Costs and expenses include all reasonable costs incurred in the collection of the Indebtedness, including but not
limited to, court costs, attorneys’ fees and collection agency fees, except that such costs of collection shall not include recovery
of both attorneys’ fees and collection agency fees.


 


Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.


 


Governing
Law. With respect to procedural matters related to the perfection and enforcement of Lender’s rights against the Collateral, this
Agreement will be governed by federal law applicable to Lender and to the extent not preempted by federal law, the laws of the State
of Kansas. In all other respects, this Agreement will be governed by federal law applicable to Lender and, to the extent not preempted
by federal law, the laws of the State of Nebraska without regard to its conflicts of law provisions. However, if there ever is a question
about whether any provision of this Agreement is valid or enforceable, the provision that is questioned will be governed by whichever
state or federal law would find the provision to be valid and enforceable. The loan transaction that is evidenced by the Note and this
Agreement has been applied for, considered, approved and made, and all necessary loan documents have been accepted by Lender in the State
of Nebraska.


 


Choice
of Venue. If there is a lawsuit, Granter agrees upon Lender’s request to submit to the jurisdiction of the courts of Douglas
County, State of Nebraska.


 






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No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s
right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender,
nor any course of dealing between Lender and Granter, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s
obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent
by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases
such consent may be granted or withheld in the sole discretion of Lender.


 


Notices.
Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when
actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the
addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal
written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes,
Granter agrees to keep Lender informed at all times of Grantor’s current address. Unless otherwise provided or required by law,
if there is more than one Granter, any notice given by Lender to any Granter is deemed to be notice given to all Granters.


 


Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be
so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.


 


Successors
and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor’s interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in
a person other than Granter, Lender, without notice to Granter, may deal with Grantor’s successors with reference to this Agreement
and the Indebtedness by way of forbearance or extension without releasing Granter from the obligations of this Agreement or liability
under the Indebtedness.


 


Time
is of the Essence. Time is of the essence in the performance of this Agreement.


 


Waive
Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought
by any party against any other party.


 


DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms
not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:


 


Agreement.
The word “Agreement” means this Commercial Pledge Agreement, as this Commercial Pledge Agreement may be amended or modified
from time to time, together with all exhibits and schedules attached to this Commercial Pledge Agreement from time to time.


 


Borrower.
The word “Borrower” means Landmark Bancorp, Inc. and includes all co-signers and co-makers signing the Note and all their
successors and assigns.


 


Collateral.
The word “Collateral” means all of Grantor’s right, title and interest in and to all the Collateral as described
in the Collateral Description section of this Agreement.


 






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Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default
section of this Agreement.


 


Granter.
The word “Grantor” means Landmark Bancorp, Inc.


 


Guaranty.
The word “Guaranty” means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including
without limitation a guaranty of all or part of the Note.


 


Income
and Proceeds. The words “Income and Proceeds” mean all present and future income, proceeds, earnings, increases, and
substitutions from or for the Collateral of every kind and nature, including without limitation all payments, interest, profits, distributions,
benefits, rights, options, warrants, dividends, stock dividends, stock splits, stock rights, regulatory dividends, subscriptions, monies,
claims for money due and to become due, proceeds of any insurance on the Collateral, shares of stock of different par value or no par
value issued in substitution or exchange for shares included in the Collateral, and all other property Grantor is entitled to receive
on account of such Collateral, including accounts, documents, instruments, chattel paper, investment property, and general intangibles.


 


Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and
interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any
of the Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization
provision of this Agreement.


 


Lender.
The word “Lender” means First National Bank of Omaha, its successors and assigns.


 


Note.
The word “Note” means any and all of Borrower’s liabilities, obligations and debts to Lender, now existing or hereinafter
incurred or created, including, without limitation, all loans, advances, interest, costs debts, overdraft indebtedness, credit card indebtedness,
lease obligations, liabilities and obligations under interest rate protection agreements or foreign currency exchange agreements or commodity
price protection agreements, other obligations, and liabilities of Borrower together with all modifications, increases, renewals, and
extensions of the aforementioned. Additionally, hereby incorporated as if fully set forth herein are the terms and conditions of any
promissory note, agreement or other document executed by Borrower and/or Lender indicating this security instrument or the property described
herein shall be considered “Collateral” securing such promissory note, agreement, or other instrument, or any similar reference.


 


Obligor.
The word “Obligor” means without limitation any and all persons obligated to pay money or to perform some other act under
the Collateral.


 


Property.
The word “Property” means all of Grantor’s right, title and interest in and to all the Property as described in
the “Collateral Description” section of this Agreement.


 


Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.


 


GRANTOR
HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED NOVEMBER
1, 2021.


 


	GRANTOR:	 
	 	 
	LANDMARK BANCORP, INC	 
	 	 
	/s/ Mark A Herpich	 
	Mark A Herpich, Chief Fin. Officer/Secretary of	 
	Landmark Bancorp, Inc.	 




 




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