Execution Version

SECURITIES PURCHASE AGREEMENT

by and among

THE UNITED STATES DEPARTMENT OF THE TREASURY,

SIENA CAPITAL PARTNERS I, L.P.

and, for the purposes of Section 2.02, Section 4.02, Section 5.02(D) and Article VII of this 

Agreement,

CITIZENS COMMERCE BANCSHARES, INC.

Dated as of February 28, 2017
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Table of Contents

Page

I DEFINITIONS.....................................................................................................................1

1.01. Definitions of Certain Terms...................................................................................1

1.02. Interpretation............................................................................................................3

1.03. Changes Affecting the Shares..................................................................................4

II THE SECURITIES PURCHASE. .......................................................................................4

2.01. Purchase and Sale of the Shares...............................................................................4

2.02. Closing of the Securities Purchase...........................................................................4

III REPRESENTATIONS AND WARRANTIES....................................................................5

3.01. Representations and Warranties of the Purchaser....................................................5

IV COVENANTS. ....................................................................................................................8

4.01. Forbearances of the Seller........................................................................................8

4.02. Further Action..........................................................................................................8

4.03. Company SPA..........................................................................................................9

V CONDITIONS TO THE CLOSING....................................................................................9

5.01. Conditions to Each Party’s Obligations...................................................................9

5.02. Condition to Obligations of the Seller .....................................................................9

VI TERMINATION................................................................................................................11

6.01. Termination Events................................................................................................11

6.02. Effect of Termination.............................................................................................11

VII MISCELLANEOUS. .........................................................................................................11

7.01. Waiver; Amendment..............................................................................................11

7.02. Counterparts...........................................................................................................11

7.03. Governing Law; Choice of Forum; Waiver of Jury Trial......................................11

7.04. Expenses ................................................................................................................12

7.05. Notices ...................................................................................................................12

7.06. Entire Understanding; No Third Party Beneficiaries.............................................13

7.07. Assignment ............................................................................................................13

7.08. Severability ............................................................................................................13
SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or 

otherwise modified from time to time, this “Agreement”) is dated as of February 28, 2017 by and 

among the United States Department of the Treasury (the “Seller”), Siena Capital Partners I,

L.P., a Delaware limited partnership (the “Purchaser”), and, for the purposes of Section 2.02, 

Section 4.02, Section 5.02(D) and Article VII of this Agreement, Citizens Commerce 

Bancshares, Inc., a Kentucky corporation (the “Company”). 

RECITALS

WHEREAS, the Company and the Seller entered into an exchange agreement (the 

“Exchange Agreement”), pursuant to which the Company will issue to the Seller shares of 

Common Stock (the “Shares”), in exchange for the Seller’s (i) 6,300 shares of the Company’s 

preferred stock designated as Fixed Rate Cumulative Perpetual Preferred Stock Series A, and (ii) 

315 shares of the Company’s preferred stock designated as Fixed Rate Cumulative Perpetual 

Preferred Stock Series B (the “Exchange”);

WHEREAS, concurrently herewith, the Company is entering into an investor agreement 

(the “Company SPA”) with certain investors, including the Purchaser, pursuant to which, among 

other things, the Company will provide to the Purchaser customary representations, warranties 

and indemnification with respect to the Company, the Purchased Shares (as defined below) and 

the Securities Purchase (as defined below); and

WHEREAS, conditioned upon the closing of the Exchange, the Company and the Seller 

desire that the Seller sell to the Purchaser, and the Purchaser desires to purchase from the Seller, 

subject to the terms and conditions contained in this Agreement, 1,904,544 Shares at a purchase 

price of $0.44 per Share (the “Securities Purchase”).

NOW, THEREFORE, in consideration of the premises, and of the various 

representations, warranties, covenants and other agreements and undertakings of the parties 

hereto, and other good and valuable consideration, the receipt and sufficiency of which are 

hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

I DEFINITIONS.

1.01. Definitions of Certain Terms. For purposes of this Agreement, the following 

terms are used with the meanings assigned below (such definitions to be equally applicable to 

both the singular and plural forms of the terms herein defined):

“Affiliate” means, with respect to any person, any person directly or indirectly 

controlling, controlled by or under common control with, such other person. For purposes of this 

definition, “control” (including, with correlative meanings, the terms “controlled by” and “under 

common control with”) when used with respect to any person, means the possession, directly or 
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indirectly, of the power to cause the direction of management and/or policies of such person, 

whether through the ownership of voting securities by contract or otherwise.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which 

banking organizations in the State of New York or the State of Kentucky are required or 

authorized by Law to be closed.

“Closing” has the meaning set forth in Section 2.02(A).

“Closing Date” has the meaning set forth in Section 2.02(A).

“Common Stock” means the Company’s common stock, no par value per share.

“Company” has the meaning set forth in the introductory paragraph of this Agreement.

“Company Material Adverse Effect” means a material adverse effect on the business, 

results of operation or financial condition of the Company and its consolidated Subsidiaries 

taken as a whole; provided, however, that Company Material Adverse Effect shall not be deemed 

to include the effects of (i) changes after the date hereof in general business, economic or market 

conditions (including changes generally in prevailing interest rates, credit availability and 

liquidity, currency exchange rates and price levels or trading volumes in the United States or 

foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or 

undeclared acts of war or terrorism, in each case generally affecting the industries in which the 

Company and its Subsidiaries operate, (ii) changes or proposed changes after the date hereof in 

United States generally accepted accounting principles or regulatory accounting requirements, or 

authoritative interpretations thereof, (iii) changes or proposed changes after date hereof in 

securities, banking and other laws of general applicability or related policies or interpretations of 

Governmental Entities (in the case of each of these clauses (i), (ii) and (iii), other than changes or 

occurrences to the extent that such changes or occurrences have or would reasonably be expected 

to have a materially disproportionate adverse effect on the Company and its consolidated 

Subsidiaries taken as a whole relative to comparable United States banking or financial services 

organizations), or (iv) changes in the market price or trading volume of the Common Stock or 

any other equity, equity-related or debt securities of the Company or its consolidated 

Subsidiaries (it being understood and agreed that the exception set forth in this clause (iv) does 

not apply to the underlying reason giving rise to or contributing to any such change).

“Company SPA” has the meaning set forth in the recitals to this Agreement.

“Exchange” has the meaning set forth in the recitals to this Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agreement” has the meaning set forth in the recitals to this Agreement.

“Governmental Entity” means any court, administrative agency or commission or other 

governmental or regulatory authority or instrumentality or self-regulatory organization.
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“Law” means any law, statute, code, ordinance, rule, regulation, judgment, order, award, 

writ, decree or injunction issued, promulgated or entered into by or with any Governmental 

Entity.

“Liens” means any liens, licenses, pledges, charges, encumbrances, adverse rights or 

claims and security interests whatsoever.

“Prohibited Investor” has the meaning set forth in Section 3.01(E)(8).

“Purchase Price” has the meaning set forth in Section 2.01.

“Purchased Shares” has the meaning set forth in Section 2.01.

“Purchaser” has the meaning set forth in the introductory paragraph to this Agreement.

“Regulatory Event” means, with respect to the Company, that (i) the Federal Deposit 

Insurance Corporation or any other applicable Governmental Entity shall have been appointed as 

conservator or receiver for the Company or any Subsidiary; (ii) the Company or any Subsidiary 

shall have been considered in “troubled condition” for the purposes of 12 U.S.C. Sec. 1831i or 

any regulation promulgated thereunder; (iii) the Company or any Subsidiary shall qualify as 

“Undercapitalized,” “Significantly Undercapitalized,” or “Critically Undercapitalized” as those 

terms are defined in 12 U.S.C. Sec. 1831o or other applicable Law; or (iv) the Company or any 

Subsidiary shall have become subject to any formal or informal regulatory action requiring the 

Company or any Subsidiary to materially improve its capital, liquidity or safety and soundness.

“Rule 144” means Rule 144 under the Securities Act.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Purchase” has the meaning set forth in the recitals to this Agreement.

“Seller” has the meaning set forth in the introductory paragraph to this Agreement.

“Shares” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” means, with respect to any person, any bank, corporation, partnership, joint 

venture, limited liability company or other organization, whether incorporated or unincorporated, 

(i) of which such person or a subsidiary of such person is a general partner or managing member 

or (ii) at least a majority of the securities or other interests of which having by their terms 

ordinary voting power to elect a majority of the board of directors or persons performing similar 

functions with respect to such entity is directly or indirectly owned by such person and/or one or 

more subsidiaries thereof.

“Transaction Documents” has the meaning given such term in the Exchange Agreement.

1.02. Interpretation. The words “hereof,” “herein” and “hereunder” and words of 

similar import when used in this Agreement shall refer to this Agreement as a whole and not to 

any particular provision of this Agreement, and Section references are to this Agreement unless 
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otherwise specified. Whenever the words “include,” “includes” or “including” are used in this 

Agreement, they shall be deemed to be followed by the words “without limitation.” The term 

“person” as used in this Agreement shall mean any individual, corporation, limited liability 

company, limited or general partnership, joint venture, government or any agency or political 

subdivision thereof, or any other entity or any group (as defined in Section 13(d)(3) of the 

Exchange Act) comprised of two or more of the foregoing. The table of contents and headings 

contained in this Agreement are for reference purposes only and shall not affect in any way the 

meaning or interpretation of this Agreement. In this Agreement, all references to “dollars” or 

“$” are to United States dollars. This Agreement and any documents or instruments delivered 

pursuant hereto or in connection herewith shall be construed without regard to the identity of the 

person who drafted the various provisions of the same. Each and every provision of this 

Agreement and such other documents and instruments shall be construed as though all of the 

parties participated equally in the drafting of the same. Consequently, the parties acknowledge 

and agree that any rule of construction that a document is to be construed against the drafting 

party shall not be applicable either to this Agreement or such other documents and instruments.

1.03. Changes Affecting the Shares. In the event the Company at any time or from time 

to time prior to the Closing effects a stock dividend, stock split, reverse stock split, combination, 

reclassification or similar transaction, concurrently with the effectiveness of such stock dividend, 

stock split, reverse stock split, combination, reclassification or other similar transaction, each per 

share amount and per share price set forth in the Transaction Documents (including with respect 

to the number of Shares being purchased hereunder or under any other Transaction Document 

and including the $0.44 per share purchase or exchange price set forth in any of the Transaction 

Documents) shall be proportionally adjusted; provided that nothing in this Section 1.03 shall be 

construed to permit the Company to take any action otherwise prohibited or restricted by any of 

the Transaction Documents. 

II THE SECURITIES PURCHASE.

2.01. Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, 

this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the 

Seller will sell, transfer, convey, assign and deliver to the Purchaser, 1,904,544 Shares at a 

purchase price of $0.44 per Share (the “Purchased Shares”), free and clear of all Liens. The 

aggregate purchase price for the Purchased Shares shall be an amount in cash equal to Eight

Hundred Thirty-Seven Thousand Nine Hundred Ninety-Nine Dollars and Thirty-Six Cents 

($837,999.36) (the “Purchase Price”). 

2.02. Closing of the Securities Purchase. 

(A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) 

shall be held (1) immediately following the closing of the Exchange or (2) at such other 

time or date that is agreed to in writing by the Seller, the Company and the Purchaser (the 

date on which the Closing occurs, the “Closing Date”). The Closing shall be held at the 

same location as the closing of the Exchange or at such other place as the Seller and the 

Purchaser shall mutually agree in writing. The Company on behalf of the Seller will 

cause to be delivered to the Purchaser certificates for the Purchase Shares.
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(B) At the Closing, or simultaneously therewith, the following shall occur:

(1) The Company on behalf of the Seller will cause to be delivered to 

the Purchaser certificates for the Purchased Shares, duly endorsed in blank or 

accompanied by stock powers duly endorsed in blank or other required 

instruments of transfer; and

(2) the Purchaser will cause to be paid the aggregate Purchase Price to 

the Seller, by wire transfer in immediately available funds, to an escrow account 

designated in writing by the Seller to the Purchaser, such designation to be made 

not later than two Business Days prior to the Closing Date.

III REPRESENTATIONS AND WARRANTIES.

3.01. Representations and Warranties of the Purchaser. The Purchaser hereby 

represents and warrants to the Seller as follows:

(A) Existence and Power. The Purchaser is duly organized and validly 

existing as a limited partnership under the laws of Delaware and has all requisite power 

and authority to execute and deliver this Agreement and to consummate the transactions 

contemplated by this Agreement.

(B) Authorization. The execution and delivery of this Agreement, and the 

consummation by the Purchaser of the transactions contemplated hereby, have been duly 

and validly approved by all necessary corporate or other applicable action of the 

Purchaser, and no other corporate, shareholder or other proceedings on the part of the 

Purchaser are necessary to approve this Agreement or to consummate the transactions 

contemplated hereby. Assuming the due authorization, execution and delivery of this 

Agreement by the Seller and the Company, this Agreement constitutes a valid and 

binding obligation of the Purchaser, enforceable against the Purchaser in accordance with 

its terms, except as enforcement may be limited by general principles of equity whether 

applied in a court of law or a court of equity and by bankruptcy, insolvency and similar 

laws affecting creditors’ rights and remedies generally.

(C) Non-Contravention. Neither the execution and delivery of this Agreement 

nor the consummation by the Purchaser of the transactions contemplated hereby will 

violate any provision of the charter or bylaws or similar governing documents of the 

Purchaser or, assuming that the consents, approvals, filings and registrations referred to 

in Section 3.01(D) are received or made (as applicable), applicable Law. 

(D) Consents and Approvals. No consents or approvals of, or filings or 

registrations with, any Governmental Entity or of or with any other third party by and on 

behalf of the Purchaser are necessary in connection with the execution and delivery by 

the Purchaser of this Agreement and the consummation by the Purchaser of the 

transactions contemplated hereby, except for such filings, consents and approvals that 

have been made or obtained or will be made or obtained prior to Closing. 

(E) Securities Matters. 
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(1) The Purchaser is either (i) an “accredited investor” as defined in 

Rule 501 under the Securities Act with total assets of not less than $25 million, or 

(ii) a “qualified institutional buyer” as defined in Rule 144A under the Securities 

Act. The Purchased Shares are being acquired by the Purchaser for the 

Purchaser’s own account and without a view to the public distribution or sale of 

such Shares.

(2) The Purchaser understands that (i) the Purchased Shares are being 

sold in a transaction not involving any public offering within the meaning of the 

Securities Act, and accordingly, such Shares are “restricted securities” within the 

meaning of Rule 144; (ii) such Shares have not been and will not be registered 

under the Securities Act; (iii) if, prior to the expiration of the holding period 

specified in Rule 144, the Purchaser decides to offer, resell, pledge or otherwise 

transfer such Shares, such Shares may be offered, resold, pledged or transferred 

only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from 

registration under the Securities Act or (b) to the Company or one of its 

Subsidiaries, in each case in accordance with any applicable securities laws of any 

state of the United States; and (iv) the Purchaser will, and each subsequent holder 

is required to, provide the Company and its transfer agent with such certificates 

and other information as they may reasonably require to confirm that the transfer 

complies with the foregoing restrictions.

(3) The Purchaser understands that none of the Seller or the Company 

is making any representation as to the availability of Rule 144 or Rule 144A 

under the Securities Act for the offer, resale, pledge or transfer of any Shares, or 

that any Shares purchased by the Purchaser will ever be able to be sold.

(4) The Purchaser understands that the Purchased Shares will, until the 

expiration of the applicable holding period set forth in Rule 144, unless sold in 

compliance with Rule 144, bear a legend to substantially the following effect:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 

AMENDED, OR THE SECURITIES LAWS OF ANY STATE (THE 

“SECURITIES LAWS”). THESE SECURITIES MAY NOT BE OFFERED, 

SOLD, TRANSFERRED, PLEDGED HYPOTHECATED OR OTHERWISE 

DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER 

APPLICABLE SECURITIES LAWS, OR THE AVAILABILITY OF AN 

EXEMPTION THEREFROM. THIS CERTIFICATE WILL NOT BE 

TRANSFERRED ON THE BOOKS OF THE CORPORATION OR ANY 

TRANSFER AGENT ACTING ON BEHALF OF THE CORPORATION 

EXCEPT UPON THE RECEIPT OF AN OPINION OF COUNSEL, 

SATISFACTORY TO THE CORPORATION, THAT THE PROPOSED 

TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF 

ALL APPLICABLE SECURITIES LAWS, OR THE RECEIPT OF EVIDENCE, 

SATISFACTORY TO THE CORPORATION, THAT THE PROPOSED 
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TRANSFER IS THE SUBJECT OF AN EFFECTIVE REGISTRATION 

STATEMENT UNDER ALL APPLICABLE SECURITIES LAWS.” 

(5) The Purchaser acknowledges and agrees that the Purchaser: (i) is a 

sophisticated investor; (ii) does not require the assistance of an investment advisor 

or other purchaser representative to purchase the Purchased Shares; (iii) has such 

knowledge and experience in financial and business matters as to be capable of 

evaluating the merits and risks of its prospective investment in the Purchased 

Shares; (iv) has the ability to bear the economic risks of its prospective 

investment for an indefinite period of time; (v) can afford the complete loss of 

such investment; and (vi) recognizes that the investment in the Purchased Shares 

involves substantial risk.

(6) The Purchaser understands that the Seller may have access to 

information about the Company that is not generally available to the public, and 

acknowledges and agrees that, to the extent the Seller has any such information, 

such information need not (and shall not) be provided to the Purchaser by the 

Seller. The Purchaser further understands that the Seller is a federal agency and 

that the Purchaser’s ability to bring a claim against the Seller under the federal 

securities laws may be limited.

(7) The Purchaser acknowledges that the Purchaser is not relying on 

any advice or recommendation from the Seller or the Company, or any 

investigation or examination that the Seller may have conducted, with respect to 

the Shares or the Company, and the Seller has not made any representation, 

warranty or covenant, express or implied, to the Purchaser and the Seller shall not 

have any liability to the Purchaser.

(8) Neither the Purchaser nor any person or entity controlling, 

controlled by or under common control with it, nor any person or entity having a 

beneficial interest in it, nor, to the knowledge of the Purchaser, any director, 

officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the 

annex to Executive Order No. 13224 (2001) issued by the President of the United 

States (Executive Order Blocking Property and Prohibiting Transactions with 

Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named 

on the List of Specially Designated Nationals and Blocked Persons maintained by 

the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National 

other than an “unblocked national” as defined in the Cuban Assets Control 

Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in 

Section 313 of the Uniting and Strengthening America by Providing Appropriate 

Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT 

Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a 

senior non-U.S. political figure or an immediate family member or close associate 

of such figure or an entity owned or controlled by such a figure; (vi) is a person 

with whom a U.S. citizen or entity is prohibited from transacting business, 

whether such prohibition arises under U.S. law, regulation, executive order, antimoney laundering, antiterrorist, financial institution and asset control laws, 
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regulations, rules or orders, or as a result of any list published by the U.S. 

Department of Commerce, the U.S. Department of the Treasury, or the U.S. 

Department of State, including any agency or office thereof; (vii) is a person who 

has funded or supported terrorism or a suspected terrorist organization or who has 

engaged in, or derived funds from, activities that relate to the laundering of the 

proceeds of illegal activity; or (viii) is a person or entity that would cause the 

Company to violate any Law (including bank or other financial institution 

regulatory laws, regulations or orders) to which the Company is subject by reason 

of such person’s or entity’s purchase of the Purchased Shares (categories (i) 

through (viii), each, a “Prohibited Investor”).

(9) The Purchaser has met and will continue to meet all of its 

obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et

seq.) and its implementing regulations, if applicable.

(10) The funds used to purchase the Purchased Shares were legally 

derived from legitimate sources and not from any Prohibited Investor. 

(F) Availability of Funds. Purchaser has, and will have as of the Closing, 

sufficient funds available to consummate the transactions contemplated hereunder.

IV COVENANTS.

4.01. Forbearances of the Seller. From the date hereof until the Closing, without the 

prior written consent of the Purchaser, the Seller will not:

(A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, 

hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any 

hedging transactions with respect to, any of the Purchased Shares or any portion thereof 

or interest therein (other than pursuant to the Securities Purchase); or 

(B) agree, commit to or enter into any agreement to take any of the actions 

referred to in Section 4.01(A).

Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in 

Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such 

Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until 

the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able 

to exercise all rights and privileges with respect to the Purchased Shares.

4.02. Further Action. Each of the Seller, the Purchaser and the Company (A) shall each 

execute and deliver, or shall cause to be executed and delivered, such documents and other 

instruments and shall take, or shall cause to be taken, such further action as may be reasonably 

necessary to carry out the provisions of this Agreement and give effect to the transactions 

contemplated by this Agreement, and (B) shall refrain from taking any actions that could 

reasonably be expected to impair, delay or impede the Closing or the consummation of the 

transactions contemplated by this Agreement.
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4.03. Company SPA. The Purchaser will not agree to any amendment, waiver or 

modification of the Company SPA (other than corrections of obvious errors, if any, or other 

ministerial amendments) without the prior written consent of the Seller, in each case to the extent 

such amendment, waiver or modification is adverse to the Seller’s interests under this 

Agreement.

V CONDITIONS TO THE CLOSING.

5.01. Conditions to Each Party’s Obligations. The respective obligations of each of the 

Purchaser and the Seller to consummate the Securities Purchase are subject to the fulfillment, or 

written waiver by the Purchaser and the Seller, prior to the Closing, of each of the following 

conditions:

(A) Closing of the Exchange. The closing of the Exchange shall have 

occurred prior to the Closing.

(B) Regulatory Approvals. All regulatory approvals required to consummate 

the Securities Purchase shall have been obtained and shall remain in full force and effect 

and all statutory waiting periods in respect thereof shall have expired or been terminated.

(C) No Injunctions or Restraints; Illegality. No order, injunction or decree 

issued by any court or agency of competent jurisdiction or other legal restraint or 

prohibition preventing the consummation of the Securities Purchase shall be in effect. 

No Law shall have been enacted, entered, promulgated or enforced by any Governmental 

Entity which prohibits or makes illegal the consummation of the Securities Purchase.

(D) Satisfaction of Company SPAs. The Company SPA shall be in full force 

and effect and the conditions to closing contained in the Company SPA (other than the 

conditions relating to the Closing hereunder) shall have been satisfied or, as permitted by 

law, waived.

5.02. Condition to Obligations of the Seller. The obligation of the Seller to

consummate the Securities Purchase is also subject to the fulfillment, or written waiver by the 

Seller, prior to the Closing, of the following conditions:

(A) Other Events. None of the following shall have occurred with respect to 

the Company or any of its Subsidiaries:

(1) the Company or any of its Subsidiaries shall have (a) dissolved 

(other than pursuant to a consolidation, amalgamation or merger); (b) become 

insolvent or unable to pay its debts or failed or admitted in writing its inability 

generally to pay its debts as they become due; (c) made a general assignment, 

arrangement or composition with or for the benefit of its creditors; (d) instituted 

or have instituted against it a proceeding seeking a judgment of insolvency or 

bankruptcy or any other relief under any bankruptcy or insolvency law or other 

similar law affecting creditors’ rights, or a petition shall have been presented for 

its winding-up or liquidation, and, in the case of any such proceeding or petition 

instituted or presented against it, such proceeding or petition shall have resulted in 
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a judgment of insolvency or bankruptcy or the entry of an order for relief or the 

making of an order for its winding-up or liquidation; (e) had a resolution passed 

for its winding-up, official management or liquidation (other than pursuant to a 

consolidation, amalgamation or merger); (f) sought or shall have become subject 

to the appointment of an administrator, provisional liquidator, conservator, 

receiver, trustee, custodian or other similar official for it or for all or substantially 

all its assets; (g) had a secured party take possession of all or substantially all its 

assets or had a distress, execution, attachment, sequestration or other legal process 

levied, enforced or sued on or against all or substantially all its assets; (h) caused 

or shall have been subject to any event with respect to it which, under the 

applicable laws of any jurisdiction, had an analogous effect to any of the events 

specified in clauses (a) to (g) (inclusive); or (i) taken any action in furtherance of, 

or indicating its consent to, approval of, or acquiescence in, any of the foregoing 

acts;

(2) a Governmental Entity in any jurisdiction shall have (a) 

commenced an action or proceeding against the Company or any of its 

Subsidiaries; or (b) issued or entered a temporary restraining order, preliminary or 

permanent injunction or other order applicable to the Company or any of its 

Subsidiaries, which in the case of (a) and (b) shall have had or shall be reasonably 

expected to have a Company Material Adverse Effect;

(3) any fact, circumstance, event, change, occurrence, condition or 

development shall have occurred that, individually or in the aggregate, shall have 

had or shall be reasonably likely to have a Company Material Adverse Effect; or

(4) any Regulatory Event not otherwise existing on the date hereof.

(B) Representations and Warranties. The representations and warranties set 

forth in Article III of this Agreement shall be true and correct in all material respects as 

though made on and as of the Closing Date.

(C) Performance Obligations. The Purchaser shall have performed in all 

respects all obligations required to be performed by it under this Agreement at or prior to 

the Closing.

(D) Closing Certificate. The Purchaser shall deliver to the Seller a certificate, 

dated as of the Closing Date, signed on behalf of the Purchaser by a senior executive 

officer thereof certifying to the effect that all conditions precedent to the Closing (other 

than with respect to Section 5.01(A), Section 5.01(D) and Section 5.02(A)) have been 

satisfied. The Company shall deliver to the Seller a certificate, dated as of the Closing 

Date, signed on behalf of the Company by a senior executive officer thereof certifying to 

the effect that the conditions set forth in Section 5.01(A), Section 5.01(D) and Section 

5.02(A) shall have been satisfied.
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VI TERMINATION.

6.01. Termination Events. 

(A) This Agreement may be terminated at any time prior to the Closing:

(1) by mutual written agreement of the Purchaser and the Seller; or

(2) by the Seller, upon written notice to the Purchaser, in the event that 

the Closing Date does not occur on or before February 28, 2017 or such later date, 

if any, as Seller shall agree to in writing; provided, however, that the right to 

terminate this Agreement pursuant to this Section 6.01(A)(2) shall not be 

available if Seller’s failure to fulfill any obligation under this Agreement shall 

have been the cause of, or shall have resulted in, the failure of the Closing Date to 

occur on or prior to such date.

(B) This Agreement shall automatically terminate upon the termination of the 

Exchange Agreement in accordance with its terms.

6.02. Effect of Termination. In the event of termination of this Agreement as provided 

in Section 6.01, this Agreement shall forthwith become void and have no effect, and none of the 

Seller, the Purchaser, or any affiliates of the Purchaser or any officers or directors of the 

Purchaser or any of its affiliates shall have any liability of any nature whatsoever hereunder, or 

in connection with the transactions contemplated hereby, except that this Section 6.02 and 

Sections 7.03, 7.04, 7.05 and 7.06 shall survive any termination of this Agreement.

VII MISCELLANEOUS.

7.01. Waiver; Amendment. Any provision of this Agreement may be waived, amended 

or modified at any time by an agreement in writing signed by each of the Seller, the Purchaser 

and the Company. Neither any failure nor any delay by any party in exercising any right, power 

or privilege under this Agreement or any of the documents referred to in this Agreement will 

operate as a waiver of such right, power or privilege, and no single or partial exercise of any such 

right, power or privilege will preclude any other or further exercise of such right, power or 

privilege. 

7.02. Counterparts. This Agreement may be executed by facsimile or other electronic 

means and in counterparts, all of which shall be considered an original and one and the same 

agreement and shall become effective when counterparts have been signed by each of the parties 

and delivered to the other parties, it being understood that all parties need not sign the same 

counterpart.

7.03. Governing Law; Choice of Forum; Waiver of Jury Trial.

(A) This Agreement and any claim, controversy or dispute arising under or 

related to this Agreement, the relationship of the parties, and/or the interpretation and 

enforcement of the rights and duties of the parties shall be enforced, governed, and 

construed in all respects (whether in contract or in tort) in accordance with the federal 
12

law of the United States if and to the extent such law is applicable, and otherwise in 

accordance with the laws of the State of New York applicable to contracts made and to be 

performed entirely within such State. Each of the parties hereto agrees (a) to submit to 

the exclusive jurisdictions and venue of the United States District Court of the District of 

Columbia and the United States Court of Federal Claims for any and all civil actions, 

suits or proceedings arising out of or relating to this Agreement or the transactions 

contemplated hereby, and (b) that notice may be served upon (i) the Purchaser at the 

address and in the manner set forth for notices to the Purchaser in Section 7.05 and (ii) 

the Seller at the address and in the manner set forth for notices to the Seller in Section 

7.05, but otherwise in accordance with federal law. 

(B) To the extent permitted by applicable Law, each of the parties hereto 

hereby unconditionally waives trial by jury in any civil legal action or proceeding relating 

to this Agreement or the transactions contemplated hereby. 

7.04. Expenses. If requested by the Seller, the Company shall pay all reasonable out of 

pocket and documented costs and expenses associated with this Agreement and the transactions 

contemplated by this Agreement, including, but not limited to, the reasonable fees, 

disbursements and other charges of the Sellers’s legal counsel and financial advisors.

7.05. Notices. All notices and other communications hereunder shall be in writing and 

shall be deemed given on the date of delivery if delivered personally or telecopied (upon 

telephonic confirmation of receipt), on the first Business Day following the date of dispatch if 

delivered by a recognized next day courier service, or on the third Business Day following the 

date of mailing if delivered by registered or certified mail, return receipt requested, postage 

prepaid. All notices hereunder shall be delivered as set forth below or pursuant to such other 

instructions as may be designated in writing by the party to receive such notice: 

If to the Purchaser to: 

Siena Capital Partners 1, L.P. 

100 North Riverside Plaza, Suite 1630 

Chicago, IL 60606 

 

If to the Seller to: 

United States Department of the Treasury 

Office of Financial Stability 

1500 Pennsylvania Avenue, NW, Room 2312 

Washington, DC 20220 
13

With a copy to: 

Cadwalader, Wickersham & Taft LLP 

200 Liberty Street 

New York, NY 10281 

If to the Company: 

Citizens Commerce Bancshares, Inc. 

534 Marsailles Road 

Versailles, KY 40383 

 

 

With a copy to: 

Wyatt, Tarrant & Combs, LLP 

500 West Jefferson Street 

Suite 2800 

Louisville, Kentucky 40202-2898

7.06. Entire Understanding; No Third Party Beneficiaries. This Agreement (together 

with the documents, agreements and instruments referred to herein) represents the entire 

understanding of the parties with respect to the subject matter hereof and supersedes any and all 

other oral or written agreements heretofore made with respect to the subject matter hereof. 

Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other 

than the parties hereto, any rights or remedies hereunder. 

7.07. Assignment. Neither this Agreement nor any right, remedy, obligation or liability 

arising hereunder or by reason hereof shall be assignable by any party hereto without the prior 

written consent of the other party, and any attempt to assign any right, remedy, obligation or 

liability hereunder without such consent shall be null and void; provided, however, that the Seller 

may assign this Agreement to an Affiliate of the Seller. If the Seller assigns this Agreement to 

an Affiliate, the Seller shall be relieved of its obligations and liabilities under this Agreement but 

(i) all rights, remedies, obligations and liabilities of the Seller hereunder shall continue and be 

enforceable by and against and assumed by such Affiliate, (ii) the Purchaser’s obligations and 

liabilities hereunder shall continue to be outstanding and (iii) all references to the Seller herein 

shall be deemed to be references to such Affiliate. The Seller will give the Purchaser notice of 

any such assignment; provided, that the failure to provide such notice shall not void any such 

assignment. 

7.08. Severability. Any term or provision of this Agreement which is determined by a 

court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as 
14

to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without 

rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement. 

or affecting the validity, legality or enforceability of any of the terms or provisions of this 

Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be 

so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is 

enforceable, in all cases so long as neither the economic nor legal substance of the transactions 

contemplated hereby is affected in any manner materially adverse to any party or its 

shareholders. Upon any such determination, the parties shall negotiate in good faith in an effort 

to agree upon a suitable and equitable substitute provision to effect the original intent of the 

parties.

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