Exhibit 10.1


 


CHANGE IN TERMS AGREEMENT


 


	Principal	Loan Date	Maturity	Loan No	Call/Coll	Account	Officer 	Initials
	$5,000,000.00	9-29-2022	11-01-2023	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: $5,000,000.00	 	Date of Agreement: September 29, 2022



 


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 November
1, 2021, 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 decreasing the commitment
and extending the maturity date. 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 Five Million & 00/100 Dollars ($5,000,000.00) 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, 2023. In addition, Borrower will pay regular quarterly payments
of all accrued unpaid interest due as of each payment date, beginning December 1, 2022, 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 the Note. Borrower understands that Lender may make loans based on other rates as well. The Index
currently is 6.250% 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 0.500 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 5.750% 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.


 


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 1 O 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.


 


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.


 


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. Lender will have no obligation to advance funds under this Agreement
if; (A) Borrower or any guarantor is in default under the terms of this Agreement or any agreement that Borrower or any guarantor has
with Lender, including any agreement made in connection with the signing of this Agreement; (B) Borrower or any guarantor ceases doing
business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor’s guarantee
of this Agreement or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Agreement for purposes other
than those authorized by Lender; or (E) Lender in good faith believes itself insecure.


 


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 e 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 mod’1fy 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.	 


 



    	 



     


     


PROMISSORY NOTE


 


	Principal	Loan Date	Maturity	Loan No	Call/Coll	Account	Officer 	Initials
	$10,000,000.00	09-29-2022	09-01-2027	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: $10,000,000.00	Date of Note: September 29, 2022






 


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 Ten Million & 00/100 Dollars ($10,000,000.00), together with Interest on the unpaid principal balance
from September 29, 2022, calculated as described in the “INTEREST CALCULATION METHOD” paragraph using an interest rate of
6.150% per annum based on a year of 360 days, until paid in full. The Interest rate may change under the terms and
conditions of the “INTEREST AFTER DEFAULT” section.


 


PAYMENT. Borrower will pay this loan in 19
principal payments of $332,777.24 each and one final principal and interest payment of $3,735,026.28. Borrower’s first principal
payment is due December 1, 2022, and all subsequent principal payments are due on the same day of each quarter after that. In addition,
Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning December 1, 2022, with
all subsequent interest payments to be due on the same day of each quarter after that. Borrower’s final payment due September 1,
2027, will be for all principal and all accrued interest not yet paid. 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.


 


INTEREST CALCULATION METHOD. Interest on this Note
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 Note
is computed using this method.


 


PREPAYMENT. Borrower may pay without penalty ail
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 under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower’s making fewer payments. 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 Note, 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 Note shall be increased by 6.000 percentage points. 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 (“Event of Default”) under this Note:


 


Payment Default. Borrower fails to
make any payment when due under this Note.


 



    	 



     


     


Other Defaults. Borrower fails to
comply with or to perform any other term, obligation, covenant or condition contained in this Note 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 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 property or Borrower’s
ability to repay this Note or perform Borrower’s obligations under this Note 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 Note or the related documents in connection with the obtaining of the loan evidenced by this
Note or any security document directly or indirectly securing repayment of this 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.


 


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 ail 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 this Note 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 Note 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 Note 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 Note 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 Note 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 Note
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.


 


FINANCIAL STATEMENTS. Borrower agrees to provide
Lender with such financial statements and other related information at such frequencies and in such detail as Lender may reasonably request.


 


ERRORS AND OMISSIONS. Borrower agrees, if requested
by Lender, to fully cooperate in the correction, if necessary, in the reasonable discretion of Lender of any and all loan closing documents
so that all documents accurately describe the loan between Lender and Borrower. Borrower agrees to assume all costs including by way of
illustration and not limitation, actual expenses, legal fees and marketing losses for failing to reasonably comply with Lender requests
within thirty (30) days.


 


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.


 


CONSENT TO PARTICIPATION. Borrower agrees and
consents to Lender’s sale or transfer, whether now or later, or one or more participation interest in this 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 it may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation
interest, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such
participation interest 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 interest irrespective of any personal claims or defenses that Borrower may have against Lender.


 



    	 



     


     


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.


 


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.


 


SUCCESSOR INTERESTS. The terms of this Note
shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors and assigns, and shall inure to
the benefit of Lender and its successors and assigns.


 


GENERAL PROVISIONS. If any part of this Note
cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies
under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed
by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, 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
Note are joint and several.


 


PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD
ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY
OF THIS PROMISSORY NOTE.


 


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