Exhibit 10.1


 


Business
Loan Agreement, Promissory Note and Commercial Pledge Agreement, dated November 1, 2016, between Landmark Bancorp, Inc. and First
National Bank of Omaha


 


BUSINESS LOAN AGREEMENT


 


THIS BUSINESS LOAN AGREEMENT dated
November 1, 2016, 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, 2016, 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.


 


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.


 


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:


 




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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 the State of Delaware. 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 66502-6055. 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.


 


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
for 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.


 




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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.


 


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 Grantor, or any Guarantor could assert with respect to the Note, Loan, this Agreement, or the Related Documents.


 




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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. In addition,
Borrower shall provide Lender with written notice of the occurrence of any Event of Default, the occurrence of any 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.


 


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.


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
10Q. 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.


 


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 Debt. "Tier 1 Capital" means, at any time, or 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); plus (b) loans past due by ninety (90) or more days that are still accruing interest.


 


Tier 1 Leverage Capital Ratio.
Maintain a Tier 1 Leverage Capital Ratio (expressed as a percentage) shall not be less than eight percent (8.00%) and shall be
measured on a quarterly basis. "Tier 1 Leverage Capital Ratio" means Tier 1 Leverage Capital Ratio as currently defined
in the Landmark National Bank's most recent Call Report.


 




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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 (12.5%) 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 FRY-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.


 


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.


 




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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.


 


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.


 




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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.


 


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, transfer, acquire or consolidate with any other entity, change its name,
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;
(B) 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.


 




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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.


 


Default in Favor of Third
Parties. Borrower or any 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 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.


 




    	 	8	 



     


    

 


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.


 


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.


 


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.


 


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.


 




    	 	9	 



     


    

 


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.


 


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.


 




    	 	10	 



     


    

 


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.


 


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.


 




    	 	11	 



     


    

 


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.


 


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.


 




    	 	12	 



     


    

 


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.


 


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.


 




    	 	13	 



     


    

 


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, 2016.


 


BORROWER:


 


LANDMARK BANCORP, INC.


 


By: /s/ Mark A. Herpich


Mark A. Herpich, Chief Fin. Officer/Secretary of Landmark
Bancorp, Inc.


 


LENDER: 


 


FIRST NATIONAL BANK OF OMAHA


 


By: /s/ Chris Reiner


Chris Reiner, Vice President


 




    	 	14	 



     


    

 


PROMISSORY NOTE 


 


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, 2017. In addition, Borrower will pay
regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning February 1, 2017, 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 Note 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. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index
after notifying Borrower. 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. At Lender's option, the Index and/or the interest rate may be
rounded upwards to the next higher one one-hundredth of one percent (0.01%). Borrower understands that Lender may make loans based
on other rates as well. The Index currently is 3.500% per annum. Interest on the unpaid principal balance of this Note
will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 0.250 percentage points
under the Index, resulting in an initial rate of 3.250% per annum based on a year of 360 days. NOTICE: Under no circumstances
will the interest rate on this Note be more than the maximum rate allowed by applicable law. Unless waived by Lender, any increase
in the interest rate will increase the amounts of Borrower's interest payments.


 


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 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 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 1031, Omaha, NE 68197.


 


LATE CHARGE. If a payment is 10
days or more late, Borrower will be charged 3.000% 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 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 ("Event of Default") under this Note:


 


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


 




    	 	15	 



     


    

 


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 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 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 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 this Note
is impaired.


 


Insecurity. Lender in
good faith believes itself insecure.


 




    	 	16	 



     


    

 


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 Pledge Agreement dated November 1, 2016, 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 Note evidences
a revolving line of credit. 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
Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs.


 


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.


 


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.


 




    	 	17	 



     


    

 


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.


 


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.


 


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, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS
OF THE NOTE.


 


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


 


BORROWER:


 


LANDMARK BANCORP, INC.


 


By: /s/ Mark A. Herpich


Mark A. Herpich, Chief Fin. Officer/Secretary of Landmark
Bancorp, Inc.


 


LENDER:


 


FIRST NATIONAL BANK OF OMAHA


 


By: /s/ Chris Reiner


Chris Reiner, Vice President


 




    	 	18	 



     


    

 


COMMERCIAL PLEDGE AGREEMENT


 


THIS COMMERCIAL PLEDGE AGREEMENT dated
November 1, 2016, is made and executed between Landmark Bancorp, Inc. ("Grantor") and First National Bank of Omaha ("Lender").


 


GRANT OF SECURITY INTEREST. For valuable
consideration, Grantor 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 all of Grantor's property (however owned if more than one), in the possession
of, or subject to the control of, Lender (or in the possession of, or subject to the control of, a third party subject to the
control of Lender), whether existing now or later and whether tangible or intangible in character, including without limitation
each and all of the following:


 


Stock Certificate # R3 -
2,000,000 Million Shares of Landmark National Bank


 


In addition, the word "Collateral"
includes all of Grantor's property (however owned), in the possession of, or subject to the control of, Lender (or in the possession
of, or subject to the control of, a third party subject to the control of Lender), whether now or hereafter existing and whether
tangible or intangible in character, including without limitation each of the following:


 


		(A)	All property to which Lender acquires title or documents
of title.



		(B)	All property assigned to Lender.



		(C)	All promissory notes,
                                         bills of exchange, stock certificates, bonds, investment property, savings passbooks,
                                         time certificates of deposit, insurance policies, and all other instruments and evidences
                                         of an obligation.



		(D)	All records relating
                                         to any of the property described in this Collateral section, whether in the form of a
                                         writing, microfilm, microfiche, or electronic media.



		(E)	All Income and Proceeds from the Collateral as defined
herein.



 


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.


 


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.


 




    	 	19	 



     


    

 


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.


 


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. Grantor
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.


 




    	 	20	 



     


    

 


Perfection of Security Interest.
Upon Lender's request, Grantor 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.
If any of the Collateral consists of securities for which no certificate has been issued, Grantor agrees, at Lender's option,
either to request issuance of an appropriate certificate or to execute appropriate instructions on Lender's forms instructing
the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records, by book-entry
or otherwise, Lender's security interest in the Collateral. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact
for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement
or to demand termination of filings of other secured parties. 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 Grantor 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 Grantor. 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 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
Grantor 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. Grantor
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 Grantor.


 


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 Grantor 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.


 




    	 	21	 



     


    

 


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 Grantor, 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 Grantor 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 Grantor 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 Grantor would be required to pay, immediately due and payable,
without notice of any kind to Grantor.


 


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 Grantor, 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. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary
mail addressed to Grantor at the last address Grantor 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.


 


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 Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither
Grantor, 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.


 




    	 	22	 



     


    

 


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 Grantor; (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 Grantor. 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, Grantor irrevocably appoints Lender as Grantor's
attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor 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.


 


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 Grantor to Lender, with any excess funds
to be paid to Grantor as the interests of Grantor may appear. Grantor 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 Grantor 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.


 




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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.
Grantor 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 Grantor 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.
Grantor also shall pay all court costs and such additional fees as may be directed by the court.


 


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. 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, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Douglas County, State of Nebraska.


 


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 Grantor, 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,
Grantor 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 Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.


 


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 Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the Indebtedness
by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness.


 




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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.


 


Default. The word "Default"
means the Default set forth in this Agreement in the section titled "Default".


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.


 


Grantor. 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.


 


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.


 




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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, 2016.


 


GRANTOR:


 


LANDMARK BANCORP, INC.


 


By: /s/ Mark A. Herpich


Mark A. Herpich, Chief Fin. Officer/Secretary of Landmark
Bancorp, Inc.


 


LENDER:


 


FIRST NATIONAL BANK OF OMAHA


 


By: /s/ Chris Reiner


Chris Reiner, Vice President


 




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