Exhibit 10.1


 


LOAN AGREEMENT


 


THIS LOAN
AGREEMENT (as amended, restated or supplemented or otherwise modified from time to time, hereinafter called the
“Agreement”) made and entered into this 16th day of May, 2016, (“Effective Date”) by
and between CITIZENS COMMUNITY BANCORP, INC., a Maryland corporation, (hereinafter called
“Borrower”) and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association having
its principal office located in Memphis, Tennessee (“Lender”).


 


WITNESSETH:


 


WHEREAS, Citizens Community Federal National Association, a
federally-chartered national banking association and a wholly-owned subsidiary of Borrower (the "Bank"), has entered
into a Plan and Agreement of Merger dated February 10, 2016, as amended by First Amendment to Plan and Agreement of Merger dated
May 13, 2016 (the "Merger Agreement") with Old Murry Bancorp, Inc., a Wisconsin corporation ("Old Murry"),
and Community Bank of Northern Wisconsin, a state bank duly organized and existing under the laws of the State of Wisconsin ("CBNW"),
pursuant to which CBNW will merge with and into Bank and continue under the charter of the Bank (the "Merger")
with Bank remaining as the surviving banking organization of both Bank and CBNW;


 


WHEREAS, in order to finance the Merger,
the Borrower has requested that Lender provide a term loan in the amount of Eleven Million and 00/100 Dollars ($11,000,000.00)
(“Loan”) and Lender has agreed to make this Loan on the terms and conditions hereinafter set forth;


 


WHEREAS, Borrower and Lender wish to enter
into this Loan Agreement to set forth certain terms of the Loan and to secure the Loan by a pledge of one million (1,000,000) shares
of common stock of the Bank evidenced by Stock Certificate No. 1, which constitutes one hundred percent (100%) of the outstanding
shares of the Bank.


 


NOW, THEREFORE, in consideration of the
promises and the mutual agreements, covenants and conditions herein contained, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto intending to be legally bound hereby agree as follows:


 


AGREEMENTS


 


1.           AMOUNT
AND TERMS OF BORROWINGS.


 


1.1         Defined
Terms. Any capitalized term used but not defined in the body of this Agreement shall have the meaning set forth on Appendix
A attached hereto and incorporated herein by reference.


 


1.2         Loan.
Lender hereby agrees to lend, and Borrower hereby agrees to borrow, upon the terms and conditions set forth in this Agreement,
the sum of Eleven Million and 00/100 Dollars ($11,000,000.00), as the Loan, to be evidenced by a promissory note (the “Note”),
in the form as set forth in Exhibit A and included herein by reference. The Loan shall bear interest and be payable
in accordance with the terms and provisions of the Note. The Loan shall expire and mature, and the outstanding principal balance
of the Loan and all accrued interest thereon shall be due and payable, on the Maturity Date.


 




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1.3         Collateral.
All indebtedness and obligations of Borrower to Lender under this Agreement shall be secured by Lender’s lien and security
interest in the Collateral. The pledging of such Collateral shall be evidenced by the Pledge Agreement. Borrower agrees that all
of the rights of Lender with regard to the Pledge Agreement set forth in this Agreement shall apply to any modification of, or
supplement to this Agreement.


 


1.4         Fees.


 


(a)        A
loan origination fee in the amount of Sixteen Thousand Five Hundred and 00/100 Dollars ($16,500) shall be paid by Borrower to Lender
on or before the closing of this Loan. Borrower agrees that this fee is fair and reasonable considering the condition of the money
market, the creditworthiness of the Borrower, the interest rate to be paid, and the nature of the security for the Loan.


 


1.5         Intentionally
Omitted.


 


1.6         Increased
Costs Generally.


 


(a)          If
any Change in Law shall:


 


		(i)	impose, modify or deem applicable any reserve, special
deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances,
loans or other credit extended or participated in by, the Lender;



 


		(ii)	subject the Lender to any tax of any kind whatsoever
with respect to this Agreement, or any Loan made by it, or change the basis of taxation of payments to such Lender in respect
thereof; or



 


		(iii)	impose on the Lender any other condition, cost or expense
affecting this Agreement or the Loan made by the Lender;



 


and the result of any of the foregoing shall
be to increase the cost to the Lender of making, converting to, continuing or maintaining the Loan (or of maintaining its obligations
to make the Loan), or to increase the cost to the Lender of issuing or maintaining any letter of credit (or of maintaining its
obligation to participate in or to issue any letter of credit), or to reduce the amount of any sum received or receivable by the
Lender hereunder (whether of principal, interest or any other amount) then, upon at least forty-five (45) days written notice from
Lender, the Borrower shall promptly pay to the Lender such additional amount or amounts as will compensate the Lender for such
additional costs incurred or reductions suffered after the expiration of the forty-five (45) day period.


 




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(b)          Capital
Requirements. If Lender determines that any Change in Law affecting the Lender or Lender’s holding company, if any, regarding
capital requirements, has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital
of the Lender’s holding company, if any, as a consequence of this Agreement, the commitment of the Lender hereunder or the
Loan made by the Lender hereunder, to a level below that which the Lender or the Lender’s holding company could have achieved
but for such Change in Law (taking into consideration the Lender’s policies and the policies of the Lender’s holding
company with respect to capital adequacy), then from time to time upon at least forty-five (45) days written notice from the Lender,
the Borrower shall promptly pay to the Lender such additional amount or amounts as will compensate the Lender or the Lender’s
holding company for any such reduction suffered after the expiration of such forty-five (45) day period.


 


(c)          Certificates
for Reimbursement. A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its
holding company, as the case may be, as specified in this Section and delivered to Borrower, shall be conclusive absent manifest
error. The Borrower shall pay the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)          Delay
in Requests. Failure or delay on the part of Lender to demand compensation pursuant to this Section shall not constitute a
waiver of Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the
date that the Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions,
and of the Lender's intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 6-month period referred to above shall not be extended to include the period of retroactive
effect thereof).


 


(e)          Limitations.
Notwithstanding the foregoing provisions of Section 1.6, Borrower shall not be required to so reimburse Lender (i) unless
Lender, at the time of the request for reimbursement, is generally assessing such amounts on a nondiscriminatory basis
against similarly-situated borrowers under its other loan agreements that have similar increased costs provisions., or (ii)
if the increased costs to Lender giving rise to such demand for reimbursement by Borrower are a result of the imposition by a
Governmental Entity of fines or penalties against Lender for Lender’s non-compliance with applicable laws or
regulations.


 


2.           USE
OF PROCEEDS.


 


2.1           Use
of Loan Proceeds. The proceeds of the Loan shall be used by the Borrower for the sole purpose of financing the acquisition
of CBNW in the Merger.


 


3.           CONDITIONS
TO LOAN CLOSING.


 


The obligation of Lender to extend any loan
or credit to Borrower under this Agreement or to make any Loan disbursements is subject to the strict satisfaction of each of the
following conditions:


 




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3.1           No
Defaults; Certificate. Borrower and the Bank shall be in full compliance with all the terms and conditions of this Agreement,
and no Event of Default, nor any event which upon notice or lapse of time or both would constitute such an Event of Default, shall
have occurred. At Lender’s request, Lender shall have received from Borrower and the Bank a certificate, in form and content
reasonably acceptable to Lender dated as of and delivered on the date of the Loan, certifying that (1) the representations and
warranties set forth herein, and the exhibits attached hereto, are accurate, true and correct on and as of such date, (2) show
that neither the transactions contemplated hereby or by any other Loan Document will cause or result in any violation of (or creation
of any right in third parties under the provisions of) any laws restricting or otherwise regulating the use, application or distribution
of corporate funds and assets, and (3) that no Event of Default nor any event which upon notice or lapse of time or both would
constitute such an Event of Default, exists.


 


3.2           Accuracy
of Representations and Warranties. At the time of the initial Loan disbursement and any subsequent Loan disbursement, the representations
and warranties set forth herein and in any other Loan Document shall be true and correct; provided, however, that if a representation
or warranty, by its express terms, relates to a specific date or dates on or prior to the date hereof, then the accuracy of such
representation and warranty shall not be evaluated at the time of any subsequent Loan disbursement.


 


3.3           Corporate
Action and Authority. The Borrower shall have delivered to Lender: (i) a certificate from the Secretary of State of Maryland
that Borrower is in good standing and certificates from the Secretaries of State and of each other State in which the Borrower
owns any property (Michigan, Minnesota, and Wisconsin), has stationed any employees or agents, or otherwise conducts business,
certifying the Borrower’s good standing as a corporation in each such State; (ii) a copy of the Resolutions passed by the
Borrower’s Board of Directors authorizing the execution and delivery of the performance of Borrower’s obligations under
the Loan Documents certified by the Secretary or Assistant Secretary to be true and correct; and (iii) a certificate or certificates,
dated as of and delivered on the date of the execution of this Agreement and signed on behalf of the Borrower by the Secretary
or Assistant Secretary, certifying the names of the officers authorized to execute and deliver the Loan Documents on behalf of
the Borrower, together with the original, not photocopied, signatures of each officer. Borrower shall also deliver the same items
specified in (i) above pertaining to the Bank from the appropriate regulatory agency.


 


3.4           Delivery
of Note, Loan Agreement, Pledge Agreement, and Stock Certificates. At the time of the extension of the Loan, Borrower shall
have delivered the Loan Documents. The security interest in the Collateral shall be prior to all other liens.


 


3.5           Proceedings.
The Loan Documents, upon their execution, and all proceedings in connection with the authorization, execution and delivery of and
the performance of the obligations under the Loan Documents shall be satisfactory in substance and form to Lender.


 




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3.6           Payment
of Fees and Expenses. Borrower shall have paid, at or prior to the date of the extension of the Loan, all costs and expenses
in accordance with Section 8.9, to the extent then determined by Lender.


 


3.7           Other
Writings. The Lender shall receive such other agreements, instruments, documents, certificates, affidavits and other writings
as Lender may reasonably require.


 


3.8           Intentionally
Omitted.


 


3.9           Financial
Statements. Prior to any disbursement under the Loan, Borrower shall have delivered to Lender, true and exact copies of the
current financial statements of the Borrower, the Bank and all other Subsidiaries, for the quarter ending March 31, 2016 and audit
report and opinion of the Borrower’s independent accounting firm, with respect thereto (it being understood that Lender is
relying upon such audit report and opinion in entering into this Loan Agreement), the unaudited financial statements of Borrower
as of April 30, 2016 and the 2015 F.R. Y-6 Annual Report and F.R. Y-9 Parent Company only (and Consolidated, if applicable) financial
statement(s) filed by Borrower with the Federal Reserve.


 


3.10         Consents
and Approvals for the Merger. Borrower shall have provided the Lender with evidence of all consents and approvals (governmental,
shareholder, or otherwise) required in connection with the completion of the Merger.


 


3.11         Closing
of the Merger. The transaction contemplated by the Merger Agreement shall close simultaneously with or promptly following the
closing hereunder.


 


3.12         No
Material Adverse Change. At the time the Loan is funded hereunder, there shall have occurred, in the opinion of Lender, no
material adverse changes in the condition, financial or otherwise, of Borrower or Bank from that reflected in the financial statements
furnished pursuant to Section 3.9 hereof or furnished to Lender from time to time hereafter as required herein.


 


4.           REPRESENTATIONS
AND WARRANTIES.


 


In order to induce
the Lender to enter into this Agreement and to make the Loan, the Borrower represents and warrants to the Lender (which representations
and warranties shall survive the delivery of the Loan Documents and the funding of the Loan) that:


 


4.1           Corporate
Status. Borrower is a corporation duly organized and existing under the laws of the State of Maryland, is duly qualified to
do business and is in good standing under the laws of other states where the Borrower does business, if any, and has the corporate
power and authority to own its properties and assets and conduct its affairs and business.


 




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4.2         Corporate
Power and Authority. Borrower has full power and authority to enter into this Agreement, to borrow funds as contemplated herein,
to execute and deliver this Agreement, the Note and other Loan Documents executed and delivered by it, and to incur the obligations
provided for herein, all of which have been duly authorized by all proper and necessary corporate action; and the officer executing
each of the Loan Documents is duly authorized to do so by all necessary corporate action. Any consents or approval of shareholders
or directors of Borrower, or any other party (including without limitation any regulatory agency or authority) required as a condition
to the execution, delivery, or validity of any Loan Document have been obtained; and each of said Loan Documents is the valid,
legal, and binding obligation of Borrower enforceable in accordance with its terms.


 


4.3         No
Violation of Agreements or Law. Neither Borrower, Bank, nor any other Subsidiary of Borrower is in material default under any
indenture, agreement or instrument to which it is a party or by which it may be bound, nor in violation of any state or federal
statute, rule, ruling, or regulation governing its operations and the conduct of its business, operations or financial condition
of Borrower, Bank, or any other Subsidiary. Neither the execution and delivery of the Loan Documents nor the consummation of the
transactions herein contemplated, or compliance with the provisions hereof will conflict with, or result in the breach of, or constitute
a default under, any indenture, agreement or other instrument to which Borrower is a party or by which it may be bound, or result
in the creation or imposition of any lien, charge or encumbrance upon any of the property of Borrower, or violate or be in conflict
with any provision of the charter or bylaws of Borrower, the Bank or any other Subsidiary.


 


4.4         Compliance
With Law; Government Approvals.


 


(a)          Borrower
has complied and is complying with all requirements, made all applications, and submitted all reports required by The Bank Holding
Company Act of 1956, as amended, and any regulations or rulings issued in connection therewith, and the transaction contemplated
hereby will not violate any such statutes, rules, rulings, or regulations nor will the consummation of said actions and transactions
cause Borrower to be in violation thereof. Borrower has, if required, made all filings and received all governmental or regulatory
approvals necessary for the consummation of the transactions described herein, including without limitation the approval of the
Board of Governors of the Federal Reserve System.


 


(b)          Borrower
has complied and is complying with all other applicable state or federal statutes, rules, rulings and regulations. The borrowing
of money and said actions and transactions required hereunder will not violate any of such statutes, rules, rulings, or regulations.


 


4.5         Litigation.
There are no actions, suits or proceedings pending or, to the Knowledge of the Borrower threatened against the Borrower, the Bank
or any other Subsidiary before any court, arbitrator or governmental or administrative body or agency which, if adversely determined,
would result in any material and adverse change in the financial condition, business operation, or properties or assets of the
Borrower, the Bank, or any other Subsidiary except as set forth in Exhibit C.


 




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4.6           Supervisory
Action. Neither Borrower, the Bank nor any other Subsidiary is subject to any Supervisory Action by any federal or state bank
regulatory authority, except as set forth on Schedule 4.6 attached hereto and incorporated by reference herein.


 


4.7           Financial
Condition. The balance sheets and the related statements of income of Borrower, the Bank, and the other Subsidiaries and the
financial reports of Borrower, the Bank, and the other Subsidiaries which will be delivered to Lender pursuant to Section
3.9 hereof are, or will be as of their respective dates and for the respective periods stated therein, complete and correctly
and fairly present the financial condition of Borrower, the Bank, and the other Subsidiaries, and the results of their operations,
respectively, as of the dates and for the periods stated therein, and have been, or will be as of their respective dates and for
the respective periods stated therein, prepared in accordance with generally accepted accounting principles consistently applied
throughout the period involved and consistent with that of the preceding fiscal year or period, as the case may be. Other than
immaterial liabilities of the Borrower, the Bank, or any other Subsidiary incurred in the ordinary course of business and consistent
with prior practice, there are no liabilities of the Borrower, the Bank, or any other Subsidiary not included in such financial
statements. There has been no material adverse change in the business, properties or condition of Borrower, the Bank, or the other
Subsidiaries since the date of the financial statement furnished to Lender pursuant to Section 3.9 hereof.


 


4.8           Tax
Liability. Borrower, the Bank, and the other Subsidiaries have filed all federal, state and other tax returns, which are required
to be filed by them, and have paid all taxes which have become due pursuant to such returns or pursuant to any assessments received
by Borrower, the Bank, and the other Subsidiaries.


 


4.9           Subsidiaries.
Borrower has no Subsidiaries and owns stock in no corporation or banking association other than the Subsidiaries listed in Exhibit
D.


 


4.10         Bank
Stock. The common stock of the Bank owned by Borrower or any other Subsidiary of Borrower is duly authorized and validly issued
by the Bank or other Subsidiary. The total number of shares of common stock of the Bank and each other Subsidiary issued and outstanding
as of the date hereof are all owned by Borrower, the Bank or other Subsidiaries of Borrower. Except for liens in favor of Lender
pursuant to the Pledge Agreement or as set forth in Section 6.2 hereof or on Exhibit E, the stock of
the Bank and each other Subsidiary is free and clear of all liens, encumbrances, security interests; said common stock is fully
paid and non-assessable. There are no outstanding warrants or options to acquire any common stock of the Bank and any other Subsidiary.
There are no outstanding securities convertible or exchangeable into shares of common stock of any Subsidiary; and there are no
restrictions on the transfer or pledge of any shares of common stock of any Subsidiary, except as set forth in Section 6.2
hereof or on Exhibit E. Borrower has the right to pledge and transfer the Collateral and assign the income therefrom
without obtaining the consent of any other person or authority except as set forth in Section 6.2 hereof or on
Exhibit E; and the Pledge Agreement creates for the benefit of Lender a first lien security interest in the Collateral
subject to no other interests or claims.


 




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4.11       Title
to Assets; Liens. Borrower and Bank each have good and marketable title to all its respective properties and assets reflected
on the financial statements referred to herein, except for (i) such assets as have been disposed of since said date as no longer
used or useful in the conduct of business and (ii) items which have been amortized in accordance with GAAP applied on a consistent
basis. There are no liens or any assets of the Borrower, the Bank or any other Subsidiaries other than as set forth in Section
6.2 hereof or as disclosed on Exhibit E.


 


4.12       Options,
Warrants, Etc. Related to Shares. Except as set forth in Exhibit F, there are no options, warrants or other rights
agreements or commitments (including conversion rights and preemptive rights) obligating the Borrower, the Bank, or any Subsidiary
to issue, sell, purchase or redeem shares of the Borrower, the Bank, or any other Subsidiary or securities convertible to such
shares.


 


4.13       Environmental
Laws.


 


(a)          The
Borrower and each of its Subsidiaries have obtained all permits, licenses, and other authorizations which are required under all
Environmental Laws and are in compliance in all respects with all applicable Environmental Laws.


 


(b)          On
or prior to the date hereof, no notice, demand, request for information, citation, summons, or order has been issued, no complaint
has been filed, no penalty has been assessed, and no investigation or review is pending or, to the best of the Knowledge of the
Borrower, threatened by any governmental or other Person with respect to any alleged or suspected failure by the Borrower or any
of its Subsidiaries to comply in any material respect with any Environmental Laws.


 


(c)          There
are no material Liens arising under or pursuant to any Environmental Laws on any of the property owned or leased by the Borrower
or any of its Subsidiaries.


 


(d)          There
are no conditions existing currently or anticipated to exist during the term of this Agreement which would subject the Borrower
or any of its Subsidiaries or any of their property to any material Lien, damages, penalties, injunctive relief, or cleanup costs
under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action, or other responses by
the Borrower and its Subsidiaries pursuant to Environmental Laws.


 


4.14       Disclosure.
The Borrower has disclosed to the Lender (i) all agreements, instruments and corporate or other restrictions to which it, Bank
or any of the other Subsidiaries is subject, the termination of which could reasonably be expected to result in a material and
adverse change in the financial condition, business operation, or properties or assets of the Borrower, the Bank or any of the
other Subsidiaries and (ii) all matters Known to it that, individually or in the aggregate, could reasonably be expected to result
in a material and adverse change in the financial condition, business operation, or properties or assets of the Borrower, the Bank
or any of the other Subsidiaries. No report, financial statement, certificate or other information furnished (whether in writing
or orally) by or on behalf of the Borrower to Lender in connection with the transactions contemplated hereby and the negotiation
of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information
so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time.


 




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4.15         Contracts
or Restrictions Affecting Borrower and/or Bank. Neither Borrower nor Bank is a party to any agreement or instrument or subject
to any charter or other corporate restrictions adversely affecting its business, properties or assets, operations or condition
(financial or otherwise).


 


4.16         No
Default. Neither Borrower nor Bank is in default in the performance, observance or fulfillment of any of the obligations, covenants,
or conditions contained in any agreement or instrument to which it is a party, which will or might materially and adversely affect
the business or operations of Borrower or the Bank, as the case may be.


 


4.17         ERISA.
Borrower and Bank are in material compliance with all applicable provisions of ERISA and all other laws, state or federal, applicable
to any employees’ retirement plan maintained or established by either of them.


 


4.18         OFAC.
Neither the Borrower nor any Subsidiary (a) is an “enemy” or an “ally of the enemy” within the meaning
of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), as amended, (b) is
in violation of (i) the Trading with the Enemy Act, as amended, (ii) any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating
thereto or (iii) the PATRIOT Act or (c) is a Sanctioned Person. No part of the proceeds of the Loan hereunder will be used directly
or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person
or a Sanctioned Country.


 


5.           AFFIRMATIVE
COVENANTS.


 


Borrower covenants
and agrees that, until the Note together with interest thereon is paid in full, unless specifically waived by the Lender in writing,
Borrower will, and will cause the Bank and the Subsidiaries to:


 


5.1           Business
and Existence; Compliance with Laws. Perform all things necessary to preserve and keep in full force and effect the existence,
rights and franchises of Borrower, the Bank and the other Subsidiaries and to comply and cause the Bank and the other Subsidiaries
to comply in all material respects with all local, state and federal laws and regulations applicable to banks and bank holding
companies, and all laws and regulations of the Local Authorities, and the provisions and requirements of all franchises, permits,
certificates of compliance and approval issued by regulatory authorities and other like grants of authority held by the Borrower
and the Bank; and notify Bank immediately (and in detail) of any actual or alleged failure to comply with or perform, breach, violation
or default under any such laws or regulations or under the terms of any such franchises or licenses, or grants of authority, the
result of which would constitute a materially adverse effect on the Borrower or the Bank, or the occurrence or existence of any
facts or circumstances which with the passage of time, the giving of notice or otherwise could create such a breach, violation
or default or could occasion the termination of any such franchises or grants of authority.


 




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5.2         Maintain
Property. Maintain, preserve, and protect all properties used or useful in the conduct of Borrower’s, the Bank’s,
and each other Subsidiary’s business and keep the same in good repair, working order and condition.


 


5.3         Insurance.
At all times keep the insurable properties of Borrower, the Bank, and each other Subsidiary adequately insured and maintain in
force (i) insurance, to such an extent and against such risks, including fire and theft, as is customary with companies in the
same or similar business, (ii) necessary workmen’s compensation insurance, fidelity bonds and directors’ and officers’
insurance coverage in amounts satisfactory to Lender, and (iii) such other insurance as may be required by law; and if required
by Lender, deliver to the Lender a copy of the bonds and policies providing such coverage and a certificate of Borrower’s,
the Bank’s, or each other Subsidiary’s chief executive officer, as the case may be, setting forth the nature of the
risks covered by such insurance, the amount carried with respect to each risk, and the name of the insurer.


 


5.4         Taxes
and Liens. Pay and discharge promptly all taxes, assessments, and governmental charges or levies imposed upon Borrower, the
Bank, or each other Subsidiary or upon any of their respective income and profits, or their properties, real, personal or mixed,
or any part thereof, before the same shall become delinquent; provided, however, that Borrower, the Bank, and each other Subsidiary
shall not be required to pay and discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim
so long as the amount or validity thereof shall be contested in good faith by appropriate proceedings and provided that procedures
satisfactory to Lender are carried out to prevent foreclosure of any lien therefrom.


 


5.5         Financial
Reports and ERISA.


 


(a)          Furnish
to Lender as soon as available and in any event within one hundred twenty (120) days after the end of each calendar year, (1) consolidated
and consolidating balance sheets of Borrower, the Bank, and each other Subsidiary, as of the end of such year and consolidated
and consolidating statements of income of Borrower, the Bank, and each other Subsidiary for the year then ended, together with
the audit report and opinion of independent Certified Public Accountants acceptable to the Lender with respect thereto, such audit
report and opinion shall contain no exceptions or qualifications unacceptable to Lender; (2) promptly upon receipt, copies of all
management letters and other assessments and recommendations, formal or informal, submitted by the Certified Public Accountants
to Borrower or each Subsidiary; (3) upon Lender's request, a copy of Borrower’s FR Y-9 Parent Company Only (and Consolidated,
if applicable) financial statement(s) and (4) upon Lender's request, a copy of Borrower’s F.R. Y-6 Annual Report promptly
upon the filing of the same with the Federal Reserve Board; and (5) upon Lender's request, a copy of the Bank’s Call Report
promptly upon the filing with the appropriate regulatory agency.


 




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(b)          Upon
Borrower obtaining Knowledge thereof, the Borrower will give written notice to the Lender promptly (and in any event within five
(5) business days), of: (1) any event or condition, including, but not limited to, any Reportable Event, that constitutes, or might
reasonably lead to, an ERISA Event; (2) with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA or
otherwise of any withdrawal liability assessed against the Borrower or any of its ERISA Affiliates, or of a determination that
any Multiemployer Plan is in reorganization or insolvent (both within the mean of Title IV of ERISA); (3) the failure to make full
payment on or before the due date (including extensions) thereof of all amounts which the Borrower, the Bank, or any other Subsidiary
or any ERISA Affiliate is required to contribute to each Plan pursuant to its terms and as required to meet the minimum funding
standard set forth in ERISA and the Code with respect thereto; or (4) any change in the funding status of any Plan that could have
a material adverse effect, together with a description of any such event or condition or a copy of any such notice and a statement
by the chief financial officer of the Borrower briefly setting forth the details regarding such event, condition, or notice, and
the action, if any, which has been or is being taken or is proposed to be taken by the Borrower with respect thereto. Promptly
upon request, the Borrower shall furnish the Lender and the Lenders with such additional information concerning any Plan as may
be reasonably requested, including, but not limited to, copies of each annual report/return (Form 5500 series), as well as all
schedules and attachments thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant
to ERISA and the Code, respectively, for each “plan year” (within the meaning of Section 3(39) of ERISA).


 


(c)          Promptly
upon the transmission thereof, copies of all material financial statements, proxy statements, notices, reports and other communications
sent by the Borrower or any other Subsidiary to the shareholders of the Borrower and any other such communications as may be requested
by Lender and copies of any and all regular or periodic reports, registration statements, prospectuses or other written communications
that the Borrower or the Bank or any other Subsidiary is or may be required to file with the Securities and Exchange Commission
or any governmental department, bureau, commission or agency succeeding to the functions of the Securities and Exchange Commission
if any.


 


(d)          With
reasonable promptness, such other financial information for the Borrower or the Bank or any other Subsidiary as Lender may reasonably
request.


 


5.6          Regulatory
Examinations. (a) Promptly notify Lender of every examination by, or any material correspondence, report, memoranda or other
written communication from or with, any federal or state regulatory body or authority, with respect to the properties, loans, operations
and/or condition of Borrower, the Bank, or any other Subsidiary, and of the receipt by Borrower, the Bank, or any other Subsidiary
of every examination or other report prepared by such body or authority with respect thereto; and (b) if required by Lender, fully
and completely assist and cooperate with Lender in requesting approval by such regulatory body or authority of the furnishing to
Lender of any such report, and furnish such report to Lender if such approval is given; provided, however, that Lender shall take
such steps as may be necessary to assure that all such reports shall remain confidential and shall be used by Lender solely in
connection with the administration of the Loan in accordance with the provisions of this Agreement.


 




    	 	11	 



     


    

 


5.7           Additional
Information. Furnish such other information regarding the operations, business affairs and financial condition of Borrower,
the Bank, and each other Subsidiary as Lender may from time to time reasonably request, including but not limited to true and exact
copies of any monthly management reports to their respective directors (with all proprietary and confidential personnel data, if
any, redacted), their respective tax returns, and all information furnished to shareholders, or any governmental authority, including
the results of any stock valuation performed.


 


5.8           Right
of Inspection. Except to the extent, if any, prohibited by applicable law, permit any person designated by Lender, to inspect
any of the properties, books and financial and other reports and records of Borrower, the Bank, and each other Subsidiary, including,
but not limited to, all documentation and records pertaining to the Bank’s loans, investments and deposits; and to discuss
their affairs; finances and accounts with Borrower’s, the Bank’s, and each other Subsidiary’s principal officers,
at all such reasonable times and as often as Lender may reasonable request. If required by Lender, Borrower will pay Lender loan
fees in an amount determined by Lender to be necessary to cover the costs of such inspections, including a reasonable allowance
for Lender’s overhead as well as out-of-pocket expenses in connection with such inspection.


 


5.9           Notice
of Default. At the time of Borrower’s first Knowledge or notice, furnish the Lender with written notice or the occurrence
of any event or the existence of any condition which constitutes or upon written notice or lapse of time or both would constitute
an Event of Default under the terms of this Loan Agreement or other Loan Documents or an event of default or default under any
other loan documents for any other loan to the Borrower, the Bank, or any other Subsidiary.


 


5.10         Notice
of Litigation. Borrower shall notify Lender of any actions, suits or proceedings instituted by any person against the Borrower,
the Bank or other Subsidiary claiming money damages or other monetary liability in an amount of One Hundred Thousand Dollars ($100,000.00)
or more, said notice to be given within ten days of the first notice to Borrower or other party of the institution of such action,
suit or proceeding and to specify the amount of damages being claimed or other relief being sought, the nature of the claim, the
person instituting the action, suit or proceeding, and any other significant features of the claim.


 


5.11         Perfection
of Security Interest. The Borrower or other Subsidiary shall perform such acts as may be necessary, in the reasonable judgment
of Lender, now or in the future, to perfect or continue perfection of the security interests granted to Lender, or otherwise provided
for, under any and all Loan Documents.


 




    	 	12	 



     


    

 


5.12       Dividends
to Borrower from the Bank. Borrower shall cause the Bank and other Subsidiary to pay dividends or otherwise make such cash
contributions at such times and in such amounts, as is necessary to enable Borrower to meet all of its obligations under the Loan
Documents on a timely basis, including the payment, when due, of each installment of interest and the payment of principal on the
Loan to the extent permitted by law including applicable bank regulatory agency rules and regulations. Without limiting the generality
of the foregoing, should any prepayment, accelerated payment or other payment ever be due with respect to the Loan, Borrower shall
cause the Bank and other Subsidiary to pay dividends or otherwise make such additional distributions to the Borrower as necessary
to enable the Borrower to make such prepayment, accelerated payment or other payment, to the extent permitted by law including
applicable bank regulatory agency rules and regulations.


 


5.13       Capital
Ratio/Equity Capital Adequacy.


 


(a)          Borrower
and Bank shall maintain at all times a “Well Capitalized” rating as required by any applicable regulatory authority
as such requirement may be revised from time to time.


 


(b)          Bank
shall maintain as of each Covenant Compliance Date a Risk-Based Capital Ratio greater than or equal to Twelve Percent (12.00%).


 


5.14       
“Modified” Texas Ratio. As of each Covenant Compliance Date Bank shall maintain a “Modified” Texas
Ratio of less than or equal to Thirty Percent (30.00%).


 


5.15       Return
on Average Assets. Bank shall maintain an annualized return on Average Assets of at least .40% percent as of each Covenant
Compliance Date until September 30, 2017, increasing to at least .45% as of each Covenant Compliance Date until September 30, 2018,
and increasing to at least .50% as of each Covenant Compliance Date thereafter. In determining such annualized return, Bank’s
earnings will be annualized using its year to date earnings.


 


5.16       Loan
Loss Reserves. With respect to the Bank, maintain at all times loan loss reserves in amounts deemed adequate by all federal
and state regulatory authorities.


 


5.17       Loan-to-Value.
Borrower shall maintain as of each Covenant Compliance Date a Loan-to-Value Ratio of less than or equal to Fifty Percent (50.00%).


 


5.18       Indemnification.
Borrower and Bank shall indemnify the Lender, and hold it harmless of and from any and all loss, cost, damage or expense, of every
kind and nature, including reasonable attorneys’ fees, which the Lender incurs by reason of any violation of any Environmental
Laws by Borrower or Bank or by any predecessors or successors to title to any property of the Borrower or Bank.


 




    	 	13	 



     


    

 


5.19       Compliance
Certificate. Furnish Lender a Certificate of Compliance duly certified by the Chief Executive Officer of Borrower within forty-five
(45) days after the end of each calendar quarter stating that Borrower and each Bank Subsidiary and the Borrower and all Subsidiaries,
as applicable, are in compliance with all terms, covenants and conditions of this Loan Agreement and all related Loan Documents,
including, but not limited to, Sections 5.1 – 5.17 of this Agreement. Such Certificate of Compliance shall
be as set forth in Exhibit H and otherwise be in form and substance satisfactory to Lender.


 


6.           NEGATIVE
COVENANTS.


 


Borrower covenants and
agrees with Lender that Borrower shall comply and cause the Bank and other Subsidiaries to comply with the following negative covenants
unless the prior written consent of Lender shall be obtained, so long as any indebtedness remains outstanding under the Loan Documents:


 


6.1         Indebtedness.
Neither Borrower nor the Bank shall create, incur, assume or suffer to exist, contingently or otherwise, any indebtedness, except
for the following indebtedness:


 


(a)          The
indebtedness of Borrower under the Loan;


 


(b)          Indebtedness
owed by the Borrower to the Bank or any other Subsidiary;


 


(c)          Debt
for operating expenses, operating leases, or otherwise incurred by the Bank or any other Subsidiary in the ordinary course of business;


 


(d)          Indebtedness
as set forth in Exhibit G; and


 


(e)          Obligations
(contingent or otherwise) existing or arising under any Interest Rate Swap approved in advance by Lender.


 


6.2         Mortgages,
Liens, Etc. Neither Borrower nor the Bank shall create, assume or suffer to exist any mortgage, pledge, lien, charge or other
encumbrance of any nature whatsoever on any of its assets, now or hereafter owned, except for:


 


(a)          Liens
in favor of Lender securing payment of the Loan; and


 


(b)          Permitted
Encumbrances.


 


6.3         Guaranties.
Except in the ordinary course of business, guarantee or otherwise in any way become or be responsible for the indebtedness or obligations
of any other Person, by any means whatsoever, whether by agreement to purchase the indebtedness of any other Person or agreement
for the furnishing of funds to any other Person through the purchase of goods, supplies or services (or by way of stock purchase,
capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other Person, or otherwise,
except for the endorsement of negotiable instruments by the Borrower or Bank in the ordinary course of business for collection.


 




    	 	14	 



     


    

 


6.4         Merger,
Dissolution, Acquisition of Assets. Except for the Merger, Borrower shall not enter into, or permit the Bank or any other Subsidiary
to enter into, any transaction of merger or consolidation, or any reorganization, reclassification of stock, readjustment or change
in capital structure; or acquire, or permit any Subsidiary to acquire, all of the stock, or other ownership interest, property
or assets of any other person, corporation, partnership or other entity; provided that nothing in this Section 6.4 shall
prevent Borrower, the Bank or any Subsidiary from entering into any transaction of merger, consolidation or share exchange where
the following conditions are met: (a) the Borrower or the Bank are the surviving entities in such transaction, and a majority of
the board of directors of Borrower and the Bank following such transaction consists of persons who were directors of Borrower and
the Bank prior to such transaction; (b) such transaction is financed with cash on hand, equity, and/or indebtedness permitted under
Section 6.1 above; (c) at the time of such transaction, no Event of Default, or event which would, with the passage of time,
giving of notice, or both, constitute an Event of Default, has occurred and is continuing; (d) upon completion of such transaction,
Borrower's reasonable, good faith projections and pro forma financials show that it and the Bank will remain in compliance
with all financial and other covenants under this Agreement; (e) Borrower and Bank have received all consents and approvals required
by any applicable Bank Regulatory Authorities or by the shareholders or directors of the entities subject to such transaction in
connection with such transaction; (f) the total assets of the target do not, in the aggregate, exceed One Hundred Twenty-Five Million
and 00/100 Dollars ($125,000,000.00); and (g) Borrower gives Lender written notice of such proposed transaction at least thirty
(30) days prior to consummation of same and provides Lender with such evidence as Lender reasonably requests to confirm such transaction's
compliance with the foregoing requirements (each such transaction, a "Permitted Transaction"). In the event the
total assets of the target exceed One Hundred Twenty-Five Million and 00/100 Dollars ($125,000,000.00), but the transaction complies
with all of the other requirements above, Borrower must request written consent from Lender to enter into the transaction.


 


6.5         Subsidiaries.
Borrower shall not create, establish or acquire Subsidiaries or acquire or own stock or any other interest in any bank other than
the Bank, or permit the creation, establishment or acquisition of any such Subsidiaries by any other Subsidiary.


 


6.6         Sale
of Stock, Merger, or Asset Disposition.


 


(a)          Borrower
shall not sell, transfer, pledge, assign, or otherwise dispose of, or otherwise encumber, any of the Borrower’s stock of
the Bank or the Borrower’s or the Bank’s or any other Subsidiary’s common Capital Stock in any the Subsidiary
nor permit the Bank or any other Subsidiary to issue additional shares of stock or rights, options or securities convertible into
Capital Stock of the Bank or any other Subsidiary.


 




    	 	15	 



     


    

 


(b)          The
Borrower will not, nor will it permit any of its Subsidiaries to, make any Asset Disposition except in the ordinary course of business.


 


6.7         Dividends,
Redemptions and Other Payments. Borrower shall not declare or pay any dividends on the stock of Borrower or redeem any stock
of Borrower if an Event of Default has occurred and is continuing under this Agreement or allow the payment of such a dividend
that would create an Event of Default. The payment of any dividend or the redemption of any stock not otherwise prohibited shall
in all respects comply with the rules and regulations of the Federal Reserve Board.


 


6.8         Capital
Expenditures. Borrower shall not make or become committed to make, or permit any Subsidiary to make or to become committed
to make, directly or indirectly, during any calendar year, capital expenditures which for Borrower and the Subsidiary exceed amounts
deemed acceptable to applicable regulatory authorities.


 


6.9         Relocation.
The Borrower shall not cause or permit Borrower or any Subsidiary to relocate their principal office, principal banking office,
principal registered office or approved charter location without the written consent of Lender.


 


6.10       Transactions
with Affiliates. The Borrower shall not, nor will it permit any of its Subsidiaries to, enter into or permit to exist any transaction
or series of transactions with any officer, director, shareholder, Subsidiary or Affiliate of such person or entity other than
(a) normal compensation and reimbursement of expenses of officers and directors and (b) except as otherwise specifically limited
in this Agreement, other transactions which satisfy the applicable requirements under Section 23A of the Federal Reserve Act, 12
USC §371c and Section 23B of the Federal Reserve Act, 12 USC §371c-1. For purposes of this Agreement, the term affiliates
shall have the same meaning as set forth in applicable bank regulations.


 


6.11       Change
in Management. Neither the Borrower nor the Bank shall make any change in its senior executive management personnel (CEO, President,
CFO, or other "c-level" or equivalent offices); provided, however, that if any of the foregoing officers cease to hold
the applicable office described above, the same shall not be an Event of Default provided that the Borrower or the Bank, as the
case may be, replaces such individual with another officer reasonably qualified and acceptable to all applicable Bank Regulatory
Authorities within one hundred eighty (180) days of such change and further provided, that if Borrower and/or Bank (as the case
may be) is actively engaged in good-faith efforts to replace any such senior management personnel upon the expiration of such one
hundred eighty (180) day period, then such period shall be extended by an additional ninety (90) days. 


 


6.12       Charter
or By-Law Amendments. Neither Borrower, Bank nor any other Subsidiary shall adopt, amend or enter into, as applicable, any
charter, articles of incorporation, bylaws (or any amendments thereto) or other provisions or agreements that would affect in any
way the rights, obligations and/or preferences of the Collateral.


 


6.13       Intentionally
Omitted.


 




    	 	16	 



     


    

 


6.14       No
Defaults. Borrower shall not permit or suffer the occurrence of any event nor allow any Subsidiary or other Affiliate to knowingly
permit or suffer the occurrence of any event which constitutes an event of default under any indenture or loan agreement or otherwise
with respect to any indebtedness of the Borrower, the Bank, or any other Subsidiary.


 


7.           DEFAULT
AND REMEDIES.


 


7.1         Events
of Default. Any one or more of the following events shall constitute an Event of Default under the terms of this Agreement
and the other Loan Documents:


 


(a)          Defaults
in the prompt payment as and when due of the principal of or interest on the Loan or any fees due under this Loan Agreement within
ten (10) days of the date when due, or in the prompt performance or payment when due of any other obligations of the Borrower to
the Bank, whether now existing or hereafter created or arising, direct or indirect, absolute or contingent.


 


(b)          Default
in compliance with or in the performance or observance of any term, covenant, obligation, condition, or agreement in this Agreement
or any other Loan Document.


 


(c)          If
any representation, warranty or any other statement made or deemed to be made by the Borrower herein, in any other Loan Document,
or in any writing, certificate, or report or statement at any time furnished to Lender pursuant to or in connection with this Agreement
shall to be 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.


 


(d)          Borrower,
the Bank or any other Subsidiary shall fail to pay when due and before the expiration of any grace period, any debt for borrowed
money which it is primarily obligated to pay as borrower, or in any other capacity, whether such debt shall have become due because
of acceleration of maturity or otherwise, other than debt created by this Agreement.


 


(e)          An
event occurs which constitutes an event of default as defined in the Note or any other Loan Document; or an event occurs which
constitutes an event of default (following the expiration of applicable grace, notice or cure periods) under any present or future
loan agreement between Lender and Borrower for any other loan.


 


(f)          The
Borrower, the Bank, or any other Subsidiary shall


 


		(i)	be unable or admits in writing its inability to pay its
debts as they become due; or



 


		(ii)	file a petition in bankruptcy or for reorganization or
for the adoption of an arrangement under the Bankruptcy Act as now or in the future amended, or file a pleading asking such relief,
or have or suffer to be filed an involuntary petition in bankruptcy against it which is not contested and discharged within sixty
(60) days; or



 




    	 	17	 



     


    

 


		(iii)	make an assignment for the benefit of creditors generally;
or



 


		(iv)	consent to the appointment of a trustee, custodian, or
receiver for all or a major portion of its property; or



 


		(v)	be adjudicated a bankrupt or insolvent under any federal
or state law; or



 


		(vi)	suffer the entry of a court order under any federal or
state law appointing a receiver, custodian, or trustee for all or a major part of its property or ordering the winding up or liquidation
of its affairs, or approving a petition filed against it under the Bankruptcy Act, as now or in the future amended; or



 


		(vii)	suffer the entry of a final judgment for the payment
of money in excess of $100,000.00 and the same shall not be discharged or provision made for its discharge within 45 days from
the date of entry thereof or an appeal or other appropriate proceeding for review thereof shall not be taken within said period
and a stay of execution pending such appeal shall not be obtained; or



 


		(viii)	suffer a writ or warrant of attachment or any similar
process to be issued by any court against all or any substantial portion of its property.



 


(g)          The
issuance of any Supervisory Action against the Borrower, the Bank or other Subsidiaries or the Borrower’s, the Bank’s
or the other Subsidiaries’ directors, whether temporary or permanent, by or at the request of any bank regulatory agency;
provided, however, that notwithstanding anything to the contrary in this Agreement (including without limitation Section
5.9 hereof), Borrower shall not be required to disclose the existence of any Supervisory Action to the extent that such
disclosure is prohibited by applicable law or regulation; but further provided that (i) Section 5.9 of this
Agreement shall nevertheless require Borrower to disclose to Lender the maximum amount of information legally permissible to be
disclosed regarding any such Supervisory Action and (ii) such Supervisory Action may, even if confidential, constitute an Event
of Default hereunder if Lender becomes aware of such Supervisory Action through other channels without the violation of applicable
law or regulation;


 


(h)          There
shall occur any change in the equity ownership of the Bank, or any change in the equity ownership of the Borrower such that a "change
in control" of Borrower under applicable law or regulation shall have occurred; or


 




    	 	18	 



     


    

 


(i)          The
failure of the Borrower, the Bank, or any other Subsidiary, or the Borrower’s, the Bank’s, or any other Subsidiary’s
directors to comply with the terms of any memorandum of understanding or letter agreement with any bank regulatory agency, including
but not limited to any applicable state bank regulatory agency, Federal Deposit Insurance Corporation, the Office of the Comptroller
of the Currency, and the Board of Governors of the Federal Reserve System and such failure has not been fully corrected within
thirty (30) business days of the Borrower’s or the Bank’s awareness of its failure to comply.


 


7.2           Cure
Provisions. In any Event of Default, other than a default in payment, is curable and if Borrower has not been given a notice
of a breach in the same provision of this Agreement or the Note within the preceding twelve (12) months, it may be cured if Borrower,
after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2)
if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion
to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to product
compliance as soon as reasonably practical.


 


7.3           Remedies
on Default. Upon the occurrence of an Event of Default, Lender may (i) terminate all obligations of Lender to Borrower, the
Bank, or any other Subsidiary including, without limitation, all obligations to lend money to Borrower under this Agreement, (ii)
declare the Note immediately due and payable, without presentment, demand, protest, notice of intent to accelerate and notice of
acceleration of the maturity date of this Note, or any other notice of any kind, all of which are expressly waived, (iii) declare
immediately due and payable from Borrower the expenses set forth in Section 8.14 hereof, and (iv) pursue any remedy available
to it under this Agreement, the Note, the Pledge Agreement or any other Loan Document, or available at law or in equity, concurrently
or subsequently, in such order as the Lender may elect, all of which remedies shall be cumulative.


 


7.4           Liens;
Setoff by Lender. Borrower hereby grants to Lender a continuing lien for all indebtedness of Borrower, the Bank, or the other
Subsidiaries to Lender upon any and all of its monies, securities and other property and the proceeds thereof, now or hereafter
held or received by or in transit to Lender from or for Borrower, and also upon any and all deposits (general or special, matured
or unmatured) and credits of Borrower against Lender at any time existing. Upon the occurrence of any Event of Default as specified
above, Lender is hereby authorized at any time and from time to time, without notice to Borrower, the Bank, or the other Subsidiaries,
to set off, appropriate, and apply any and all items hereinabove referred to against any or all indebtedness of Borrower to Lender,
whether under this Agreement, or otherwise, whether now existing or hereafter arising. Lender shall give written notice to Borrower
of such setoff appropriation or application after such setoff, appropriation or application occurs.


 


8.           MISCELLANEOUS.


 


8.1           No
Waiver. No delay or failure on the part of Lender or on the part of any holder of the Note in the exercise of any right, power
or privilege granted under this Agreement, or under any other Loan Document, or available at law or in equity, shall impair any
such right, power or privilege or be construed as a waiver of any Event of Default or any acquiescence therein. No single or partial
exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege. No waiver
shall be valid against Lender unless made in writing and signed by Lender, and then only to the extent expressly specified therein.


 




    	 	19	 



     


    

 


8.2           Notices.
All notices and communications provided for hereunder shall be in writing, delivered by hand or sent by first-class, registered
or certified mail, postage prepaid, or express courier to the following addresses:


 


	(1)	If to Lender:	First Tennessee Bank National Association
	 	 	165 Madison Avenue, 5th Floor
	 	 	Memphis, Tennessee  38103
	 	 	Attention:  Correspondent Banking
	 	 	 
	(2)	If to Borrower:	Citizens Community Bancorp, Inc.
	 	 	2174 EastRidge Center
	 	 	Eau Claire, Wisconsin 54701
	 	 	Attention:  Mark Oldenberg, CFO


 


Any party hereto may change its address
for notice purposes by notice to the other parties in the manner provided herein. Notice shall be deemed given when hand delivered
or first class, certified or registered mail, postage prepaid, or when delivered by express courier.


 


8.3           Governing
Law. This Agreement and all other Loan Documents shall be governed by and interpreted in accordance with the laws of the State
of Tennessee except with respect to interest which shall be governed by and construed in accordance with applicable Federal laws
in effect from time to time.


 


8.4           Survival
of Representations and Warranties. All representations, warranties and covenants contained herein or made by or furnished on
behalf of Borrower, the Bank, or the other Subsidiaries in connection herewith shall survive the execution and delivery of this
Agreement and all other Loan Documents and the extension or funding of the loan hereunder unless any such representation or warranty
relates only to a specific time on or prior to the date hereof.


 


8.5           Descriptive
Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute
a part of this Agreement.


 


8.6           Severability.
If any part of any provision contained in this Agreement or in any other Loan Document shall be invalid or unenforceable under
applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining
parts of said provision or the remaining provisions.


 


8.7           Time
is of the Essence. Time is of the essence in interpreting and performing this Agreement and all other Loan Documents.


 




    	 	20	 



     


    

 


8.8           Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same instrument.


 


8.9           Payment
of Costs. Borrower shall pay, promptly demand by Lender, all reasonable costs, expenses, taxes and fees incurred by Lender
in connection with the preparation, execution and delivery of this Agreement and all other Loan Documents at this closing (not
to exceed $10,000) and the recording and filing and rerecording and refiling thereof, including, without limitation, the reasonable
costs and professional fees of counsel for Lender, any and all transfer, mortgage or other taxes and all recording costs that may
be payable. In the future, Borrower shall pay promptly following written demand by the Lender, all such costs and expenses determined
to be payable, in connection therewith.


 


8.10         Successors
and Assigns. This Agreement shall bind and inure to the benefit of Borrower and Lender, and their respective successors and
assigns; provided, however, Borrower, the Bank, and the other Subsidiaries shall not have any right to assign their rights or obligations
hereunder to any person. Notwithstanding anything in this Agreement to the contrary, Lender shall have the right, but shall not
be obligated, to sell participation in the loan made pursuant hereto to other banks, financial institutions and investors.


 


8.11         Amendments;
No Implied Waiver. This Agreement may be amended or modified, and Borrower, the bank, and the other Subsidiaries may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if Borrower shall obtain the prior
written consent of Lender to that specific amendment, modification, action or omission to act, and no course of dealing between
Borrower, the Bank, or the other Subsidiaries and Lender shall operate as a waiver of any right, power or privilege granted to
Lender under this Agreement or under any other Loan Document, or available to Lender at law or in equity.


 


8.12         Rights
Cumulative. All rights, powers and privileges granted hereunder shall be cumulative to and shall not be exclusive of any other
rights, powers and privileges granted by any other Loan Document or available at law or in equity.


 


8.13         Indemnity.
Borrower agrees to protect, indemnify and save harmless Lender, and all directors, officers, employees and agents of Lender, from
and against any and all (i) claims, demands and causes of action of any nature whatsoever brought by any Person not a party to
this Agreement and arising from or related or incident to this Agreement or any other Loan Document, including, without limitation,
any liability under federal or state securities laws arising out of Lender’s disposition of all or part of the Collateral,
(ii) costs and expenses incident to the defense of such claims, demands and causes of action, including, without limitation, reasonable
attorneys’ fees, and (iii) liabilities, judgments, settlements, penalties and assessments arising from such claims, demands
and causes of action; provided, however, that Borrower does not agree to indemnify Lender against Lender’s own fraud, gross
negligence, or willful misconduct, or any liabilities resulting therefrom. The indemnity contained in this section shall survive
the termination of this Agreement.


 




    	 	21	 



     


    

 


8.14         Expenses.
Borrower agrees to promptly reimburse Lender for (i) all costs and expenses of collection of the Note, including reasonable attorneys’
fees, and (ii) all expenses incurred by Lender in acting on behalf of Borrower, the Bank or the other Subsidiaries in accordance
with the terms of this Agreement or to maintain or preserve the value of the Collateral, or Lender’s interest therein pursuant
to the Pledge Agreement, or any other Loan Document. Such sums shall include interest at the maximum rate allowed by law accruing
from the date Lender requests such reimbursement.


 


8.15         Usury.
It is the intent of the parties hereto not to violate any federal or state law, rule or regulation pertaining either to usury or
to the contracting for or charging or collecting of interest, and Borrower, the Bank, and the other Subsidiaries, and Lender agree
that, should any provision of this Agreement, or of the Note, or of any other Loan Document or any act performed hereunder or thereunder,
violate any such law, rule or regulation, then the excess of interest contracted for or charged or collected over the maximum lawful
rate of interest shall be applied to the outstanding principal indebtedness due to Lender by Borrower under this Agreement, and
if the principal indebtedness has been paid in full, any remaining excess shall forthwith be paid to Borrower.


 


8.16         Jurisdiction
and Venue. Borrower, the Bank, and the other Subsidiaries, and Lender agree, without power of revocation, that any civil suit
or action brought against them as a result of , or which relates to, any of their obligations under this Agreement or under any
other Loan Document may be brought against them, jointly or singly, in the United States District Court for the Western District
of Tennessee, and Borrower, the Bank, the other Subsidiaries, and Lender irrevocably submit to the jurisdiction of such court and
irrevocably waive, to the fullest extent permitted by law, any objections that they may now or hereafter have to the laying of
the venue of such civil suit or action and any claim that such civil suit or action has been brought in an inconvenient forum,
and Borrower, the Bank, and the other Subsidiaries, and Lender agree that final judgment in any such civil suit or action shall
be conclusive and binding upon them and shall be enforceable against them by suit upon such judgment in any court of competent
jurisdiction.


 


8.17         Construction.
Should any provision of this Agreement require judicial interpretation, the parties hereto agree that the court interpreting or
construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason
of the rule of construction that a document is to be more strictly construed against the party who itself or through its agents
prepared the same, it being agreed that Borrower, Lender and their respective agents have participated in the preparation hereof.


 


8.18         Holidays.
In any case where the date for any action required to be performed under this Agreement or under any other Loan Document shall
be, in the city where the performance is to be made, a Saturday, a Sunday, a legal holiday or a day on which banking institutions
are authorized by law to close, then such performance may be made on the next succeeding business day not a Saturday, a Sunday,
a legal holiday or a day on which banking institutions are authorized by law to close. 


 




    	 	22	 



     


    

 


8.19         Entire
Agreement. This Agreement and the other Loan Documents executed and delivered contemporaneously herewith, together with the
exhibits attached hereto and thereto, constitute the entire understanding of the parties with respect to the subject matter hereof,
and any other prior or contemporaneous agreements, whether written or oral, with respect thereto are expressly superseded hereby.
The execution of this Agreement and the other Loan Documents by Borrower, the Bank, and the other Subsidiaries was not based upon
any facts or materials provided by Lender, nor was Borrower, the Bank, and the other Subsidiaries induced to execute this Agreement
or any other Loan Document by any representation, statement or analysis made by Lender. In the event that the provisions of this
Loan Agreement shall conflict with provisions of any of the other Loan Documents, the provisions of this Agreement shall control.
This written Loan Agreement represents the final agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.


 


8.20         Consent.
Borrower hereby represents and warrants that to the best of Borrower’s Knowledge there is no consent from any lender or creditor
needed to prevent Borrower, the Bank, or the other Subsidiaries from being in default by Borrower executing the Note or Borrower,
the Bank, and the other Subsidiaries executing, this Loan Agreement or any other loan document associated with this Loan.


 


8.21         Waiver
Of Right To Trial By Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY
OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


8.22         Further
Assurances. Borrower agrees to furnish a current financial statement upon the request of Lender from time to time, and further
agrees to execute and deliver all other instruments and take such other actions as Lender may from time to time reasonably request
in order to carry out the provisions and intent hereof.


 


8.23         Execution
by Bank. The undersigned Bank is joining this Agreement for the sole purpose of acknowledging the pledge of its Capital Stock
pursuant to the Pledge Agreement.


 




    	 	23	 



     


    

 


8.24         Non-Control.
In no event shall the Lender’s rights hereunder be deemed to indicate that the Lender is in control of the business, management
or properties of the Borrower or the Bank or has power over the daily management functions and operating decisions made by the
Borrower and the Bank, all such rights and powers being hereby expressly reserved to the Borrower and the Bank.


 


8.25         Assignments
and Participations. Lender may sell or offer to sell the Loan or interests therein to one or more assignees or participants.
Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith,
and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the
same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder.
Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan,
Borrower, Bank, any other Subsidiary, any of Borrower’s, Bank’s, or any other Subsidiary’s principals, or any
guarantor, if any, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having
jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to Lender and the Loan, or to any other party as necessary or appropriate in Lender’s reasonable judgment.


 


8.26         Electronic
Transmission of Data. Lender and Borrower agree that certain data related to the Loan (including confidential information,
documents, applications and reports) may be transmitted electronically, including transmission over the internet to the parties,
the parties’ affiliates, agents and representatives, and other Persons involved with the subject matter of this Agreement.
Borrower acknowledges and agrees that (a) there are risks associated with the use of electronic transmission and that Lender does
not control the method of transmittal or service providers, (b) Lender has no obligation or responsibility whatsoever and assumes
no duty or obligation for the security, receipt or third party interception of any such transmission, and (c) Borrower and Bank
will release, hold harmless and indemnify Lender from any claim, damage or loss, including that arising in whole or part from Lender’s
strict liability or sole, comparative or contributory negligence, which is related to the electronic transmission of data.


 


8.27         USA
PATRIOT Act. The Lender hereby notifies the Borrower and any guarantor that pursuant to the requirements of the PATRIOT Act,
it is required to obtain, verify and record information that identifies the Borrower and any guarantors, which information includes
the name and address of the Borrower and any guarantors and other information that will allow Lender to identify the Borrower and
any guarantors in accordance with the PATRIOT Act.


 


8.28         No
Inference of Extension Past Maturity Date. Notwithstanding any other provision herein, the terms, conditions, and requirements
provided for herein that would, by their express terms, be applicable to time periods after the Maturity Date of the Note, are
not to be interpreted as an inference that the Lender has agreed to any extension, automatic or otherwise, to the extension of
the Maturity Date. The Lender has not agreed and is under no obligation to extend the Maturity Date of the Note.


 




    	 	24	 



     


    

 


[SIGNATURE PAGE FOLLOWS]


 




    	 	25	 



     


    

 


WITNESS the hand and
seal of the parties hereto through their duly authorized officers as of the date first above written.


 


	LENDER:	 	BORROWER:
	 	 	 
	FIRST TENNESSEE BANK NATIONAL	 	CITIZENS COMMUNITY BANCORP, INC.
	ASSOCIATION	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	Printed Name:	 	 	Printed Name:	 
	Title:	 	 	Title:	 
	 	 	 
	 	 	The undersigned Bank executes this Loan Agreement for the sole purpose of acknowledging the pledge of its Capital Stock under the Pledge Agreement.
	 	 	 
	 	 	BANK:
	 	 	 
	 	 	CITIZENS COMMUNITY FEDERAL
	 	 	NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	 
	 	 	Printed Name:	 
	 	 	Title:	 


 





[SIGNATURE PAGE TO LOAN AGREEMENT]




 




     


     


    

 


LIST OF EXHIBITS


 


	EXHIBIT A 	NOTE
	 	 
	EXHIBIT B 	Intentionally Omitted
	 	 
	EXHIBIT C 	ACTIONS, SUITS, OR OTHER PROCEEDINGS PENDING OR THREATENED AGAINST OR AFFECTING BORROWER OR ANY SUBSIDIARY
	 	 
	EXHIBIT D 	SUBSIDIARIES OF BORROWER
	 	 
	EXHIBIT E 	LIENS
	 	 
	EXHIBIT F 	OPTIONS, WARRANTS OR OTHER RIGHTS AGREEMENTS OR COMMITMENTS (INCLUDING CONVERSION RIGHTS AND PREEMPTIVE RIGHTS) OBLIGATING BORROWER OR ANY SUBSIDIARY TO ISSUE, SELL, PURCHASE OR REDEEM SHARES OR SECURITIES CONVERTIBLE TO SHARES
	 	 
	EXHIBIT G 	INDEBTEDNESS NOT AUTHORIZED IN SECTION 6.1
	 	 
	EXHIBIT H 	COMPLIANCE CERTIFICATE
	 	 
	APPENDIX A	DEFINITIONS
	 	 
	SCHEDULE 4.6	SUPERVISORY ACTION(S)


 




     


     


    

 


EXHIBIT A


 


TERM NOTE


 


	$11,000,000.00	Memphis, Tennessee
	 	May ____, 2016


 


FOR VALUE RECEIVED, the
undersigned, CITIZENS COMMUNITY BANCORP, INC., a Maryland corporation ("Maker"), promises to pay to the order
of FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association having its principal place of business in Memphis,
Tennessee ("Bank"), the principal sum of ELEVEN MILLION AND 00/100 DOLLARS ($11,000,000.00), together with interest from
date until maturity, upon disbursed and unpaid principal balances, at the rate hereinafter specified, said principal and interest
being payable as follows:


 


		(i)	Interest only, computed on the unpaid principal balance from time to time outstanding shall be
payable on the fifteenth (15th) day of each quarter hereafter for one year (i.e., August 15, 2016, November 15, 2016, February
15, 2017, and May 15, 2017);



 


		(ii)	Thereafter, the unpaid principal balance hereof shall be payable in sixteen (16) consecutive quarterly
principal installments, installment nos. 1 to 15, both inclusive, being in the amount of Three Hundred Five Thousand Five Hundred
Fifty-Five and 56/100 Dollars ($305,555.56) each, and installment no. 16, a balloon payment, being for the entire then-unpaid principal
balance, the first of said installments of principal being due and payable on the fifteenth (15th) day of August, 2017, and one
on the fifteenth (15th) day of each quarter thereafter (i.e., each November 15, February 15, May 15, and August 15) until all are
fully paid (with the final installment, if not sooner paid, being due and payable on the fifteenth (15th) day of May 2021); and



 


		(iii)	Interest on the indebtedness hereby evidenced shall be paid quarterly concurrently with the payment
of such principal installments.



 


This Note is being issued
pursuant to that certain Loan Agreement, dated of even date, between the Maker and the Bank as said agreement may be amended or
modified (the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such
terms in the Loan Agreement.


 




    	 	A-1	 



     


    

 


The interest rate on the
Note is subject to change from time to time based on changes in an independent index (the "Index") which is the LIBOR
Rate (as hereinafter defined), adjusted and determined as of the opening of business on the first (1st) day of the month
in which this Note is dated (the "Initial Pricing Date") and on the first (1st) day of each quarter hereafter
(the "Interest Rate Change Date"). The "LIBOR Rate" shall mean the London Interbank Offered Rate of interest
for an interest period of ninety (90) days, as reported in The Wall Street Journal published on the Interest Rate Change
Date of each quarter (rounded upward to the next whole multiple of one-sixteenth of one percent (1/16 of 1%)). Each change in the
Index (as hereinafter defined) which results from a change in the LIBOR Rate shall become effective, without notice to the Maker,
on each Interest Rate Change Date following any change in the LIBOR Rate; provided, however, that if The Wall Street Journal
is not published on such date, the LIBOR Rate shall be determined by reference to The Wall Street Journal last published
immediately preceding such date (the "Index"). The Index is not necessarily the lowest rate charged by the Bank on its
loans. If the Index becomes unavailable during the term of this loan, the Bank may designate a reasonably equivalent substitute
index after notice to the Maker. The Bank will tell the Maker the current Index rate upon any such substitution. The interest rate
change will not occur more often than each quarter. The Maker understands that the Bank may make loans based on other rates as
well. The Index currently is 0.6366% per annum. The interest rate to be applied to the unpaid principal balance of this Note (the
“Contract Rate”) will be at a rate of two and 70/100 percent (2.70%) (the "Margin"),
over the Index, resulting in an initial rate of 3.3366% per annum. NOTICE: Under no circumstances will
the interest rate on this Note be more than the maximum rate allowed by applicable law.


 


Notwithstanding any other
provisions herein, if any Change in Law (as hereafter defined) shall make it unlawful for the Bank to make or maintain a LIBOR
Rate loan as contemplated by this Note, the principal outstanding hereunder shall, if required by law and if the Bank so requests,
be converted on the date required to make the loan evidenced by this Note legal to a loan according interest at the lesser of the
Maximum Rate or the base commercial rate of interest ("Base Rate") established from time to time by the Bank. Each change
in the Base Rate shall become effective, without notice to the Maker, on the same date that the Base Rate changes. The Maker hereby
agrees promptly to pay the Bank, upon demand, any reasonable costs incurred by the Bank in making any conversion in accordance
with this paragraph, including any interest or fees payable by the Bank to lenders of funds obtained by Bank in order to maintain
its LIBOR Rate loans.


 


The Maker hereby indemnifies
the Bank and holds the Bank harmless from any loss or expense which the Bank may sustain or incur as a consequence of (i) a default
by the Maker in payment of the principal amount of or interest on the loan evidenced hereby, including any such loss or expense
arising from interest or fees payable by the Bank to lenders of funds obtained by it in order to make or maintain its LIBOR Rate
loans; or (ii) a Change in Law that results in the imposition on the Bank of reserve requirements in connection with LIBOR Rate
loans made by the Bank. The Maker will make any payments under this indemnity to Bank, upon demand. The Maker further agrees to
enter into a modification of this Note, at the request of the Bank, to bring this Note into compliance with any Change in Law.


 


"Change in Law"
shall mean the adoption of any law, rule, regulation, policy, guideline or directive (whether or not having the force of law) or
any change therein or in the interpretation or application thereof, in all cases by Governmental Authority having jurisdiction
over the Bank, in each case after the date hereof.


 


"Governmental Authority"
shall mean any nation or government, any state or other political subdivision thereof and any entity exercising regulatory function
of or pertaining to government.


 


The annual interest rate
for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual 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.


 




    	 	A-2	 



     


    

 


In the event that the foregoing
provisions should be construed by a court of competent jurisdiction not to constitute a valid, enforceable designation of a rate
of interest or method of determining same, the indebtedness hereby evidenced shall bear interest at the lesser of (a) ten
percent (10%) per annum or (b) the maximum effective variable contract rate which may be charged by the Bank under applicable
law from time to time in effect (the "Maximum Rate").


 


Notwithstanding the foregoing,
upon the occurrence of an Event of Default (as defined in the Loan Agreement), the Bank, at its option, may charge, and the Maker
agrees to pay, interest on disbursed and unpaid principal balances at the default rate (the "Default Rate") per annum
equal to the lesser of (a) the Maximum Rate or (b) (i) the Contract Rate plus (ii) four percent (4%).


 


Any amounts not paid when
due hereunder (whether by acceleration or otherwise) shall bear interest after maturity at the Default Rate.


 


For any payment which is
not made within ten (10) days of the due date for such payment, the Maker shall pay a late fee. The late fee shall equal five percent
(5%) of the unpaid portion of the past-due payment.


 


This Note is secured by
the Pledge Agreement, and may now or hereafter be secured by other mortgages, trust deeds, assignments, security agreements, or
other instruments of pledge or hypothecation.


 


All installments of interest,
and the principal hereof, are payable at the office of First Tennessee Bank National Association, 165 Madison Avenue, Memphis,
Tennessee 38103, or at such other place as the holder may designate in writing, in lawful money of the United States of America,
which shall be legal tender in payment of all debts and dues, public and private, at the time of payment.


 


If the Maker shall fail
to make payment of any installment of principal or interest, within ten (10) days of its due date, or upon any default in the terms
and provisions of any of the Security Documents, or upon any default in any other mortgage, trust deed, security agreement, or
other instrument of pledge or hypothecation which now or hereafter secures the payment of the indebtedness evidenced hereby, or
upon the occurrence of any Event of Default under the Loan Agreement (including the occurrence of an Event of Default under the
Loan Agreement), or upon the death or dissolution of the Maker or (if the Maker, is a partnership, the death or dissolution of
any general partner thereof), or upon any default in the payment or performance of any other indebtedness, liability or obligation
now or hereafter owed by the Maker to the holder hereof, if any such default is not cured within any cure period applicable thereto,
then and in any such event following written notice to the Maker, the entire unpaid principal balance of the indebtedness evidenced
hereby, together with all interest then accrued, shall, at the absolute option of the holder hereof, at once become due and payable,
without demand or notice, the same being expressly waived and Bank may exercise any right, power or remedy permitted by law or
equity, or as set forth herein or in the Loan Agreement or any other Loan Document.


 




    	 	A-3	 



     


    

 


If this Note is placed
in the hands of an attorney for collection, by suit or otherwise, or to protect the security for its payment, or to enforce its
collection, or to represent the rights of the Bank in connection with any loan documentation executed in connection herewith, or
to defend successfully against any claim, cause of action or suit brought by the Maker against the Bank, the Maker shall pay on
demand all costs of collection and litigation (including court costs), together with a reasonable attorney's fee. These include,
but are not limited to, the Bank's reasonable attorney's fees and legal expenses, whether or not there is a lawsuit, including
attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction) and appeals.


 


The Bank and the Maker
hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Bank or Maker against the
other.


 


To the extent permitted
by applicable law, the Bank reserves a right of setoff in all the Maker's accounts with the Bank (whether checking, savings, or
some other account). This includes all accounts the Maker 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. The Maker authorizes the Bank, 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 the Bank's
option, to administratively freeze all such accounts to allow the Bank to protect the Bank's charge and setoff rights provided
in this paragraph.


 


The undersigned agrees
to furnish a current financial statement upon the request of the Bank from time to time, and further agrees to execute and deliver
all other instruments and take such other actions as the Bank may from time to time reasonably request in order to carry out the
provisions and intent hereof.


 


To help the government
fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify,
and record information that identifies each business entity that opens an account. What this means to Maker: When Maker opens an
account, the Bank will ask for Federal Tax Identification Number, physical street address, full legal name of the Maker and other
information that will allow the Bank to identify Maker. The Bank may also ask Maker to provide copies of certain documents that
will aid in confirming this information.


 


The Maker and any endorsers
or guarantors hereof waive protest, demand, presentment, and notice of dishonor, and agree that this Note may be extended, in whole
or in part, without limit as to the number of such extensions or the period or periods thereof, without notice to them and without
affecting their liability thereon. Maker agrees that borrowers, endorsers, guarantors and sureties may be added or released without
notice and without affecting Maker’s liability hereunder. The liability of Maker shall not be affected by the failure of
Bank to perfect or otherwise obtain or maintain the priority or validity of any security interest in any collateral. The liability
of Maker shall be absolute and unconditional and without regard to the liability of any other party hereto.


 




    	 	A-4	 



     


    

 


It is the intention of
the Bank and the Maker to comply strictly with applicable usury laws; and, accordingly, in no event and upon no contingency shall
the holder hereof ever be entitled to receive, collect, or apply as interest any interest, fees, charges or other payments equivalent
to interest, in excess of the maximum effective contract rate which the Bank may lawfully charge under applicable statutes and
laws from time to time in effect; and in the event that the holder hereof ever receives, collects, or applies as interest any such
excess, such amount which, but for this provision, would be excessive interest, shall be applied to the reduction of the principal
amount of the indebtedness hereby evidenced; and if the principal amount of the indebtedness evidenced hereby, all lawful interest
thereon and all lawful fees and charges in connection therewith, are paid in full, any remaining excess shall forthwith be paid
to the Maker, or other party lawfully entitled thereto. All interest paid or agreed to be paid by the Maker shall, to the maximum
extent permitted under applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in
full of the principal so that the interest hereon for such full period shall not exceed the maximum amount permitted by applicable
law. Any provision hereof, or of any other agreement between the holder hereof and the Maker, that operates to bind, obligate,
or compel the Maker to pay interest in excess of such maximum effective contract rate shall be construed to require the payment
of the maximum rate only. The provisions of this paragraph shall be given precedence over any other provision contained herein
or in any other agreement between the holder hereof and the Maker that is in conflict with the provisions of this paragraph.


 


This Note shall be governed
and construed according to the statutes and laws of the State of Tennessee from time to time in effect, except to the extent that
Section 85 of Title 12 of the United States Code (or other applicable federal statute) may permit the charging of a higher
rate of interest than applicable state law, in which event such applicable federal statute, as amended and supplemented from time
to time shall govern and control the maximum rate of interest permitted to be charged hereunder; it being intended that, as to
the maximum rate of interest which may be charged, received, and collected hereunder, those applicable statutes and laws, whether
state or federal, from time to time in effect, which permit the charging of a higher rate of interest, shall govern and control;
provided, always, however, that in no event and under no circumstances shall the Maker be liable for the payment of interest in
excess of the maximum rate permitted by such applicable law, from time to time in effect.


 


The principal amount of
this Note may be prepaid in whole or in part at any time, and from time to time without penalty or premium, provided, however,
that if an Interest Rate Swap has been entered into in connection with this Note, any full or partial prepayments of principal
amounts due under this Note may require termination or adjustment of the Interest Rate Swap and may result in a payment due from
Maker per the terms and conditions of the Interest Rate Swap.


 


Bank is hereby authorized
to disclose any financial or other information about Maker to any regulatory body or agency having jurisdiction over Bank and to
any present, future or prospective participant or successor in interest in any loan or other financial accommodation made by Bank
to Maker. The information provided may include, without limitation, amounts, terms, balances, payment history, return item history
and any financial or other information about Maker. However, subject to applicable law, Bank shall use reasonable efforts to protect
the confidentiality of the terms and conditions of the Loan in all other respects.


 




    	 	A-5	 



     


    

 


The invalidity or unenforceability
of any one or more provisions of this Note shall not render any other provision invalid or unenforceable. In lieu of any invalid
or unenforceable provision, there shall be added automatically a valid and enforceable provision as similar in terms to such invalid
or unenforceable provision as may be possible.


 


The covenants, conditions,
waivers, releases and agreements contained in this Note shall bind, and the benefits thereof shall inure to, the parties hereto
and their respective heirs, executors, administrators, successors and assigns; provided, however, that this Note cannot be assigned
by Maker without the prior written consent of Bank, and any such assignment or attempted assignment by Maker without consent shall
be void and of no effect with respect to Bank.


 


Bank may from time to time
sell or assign, in whole or in part, or grant participations in, the Loan, this Note and/or the obligations evidenced thereby.
The holder of any such sale, assignment or participation, if the applicable agreement between Bank and such holder so provides,
shall be: (a) entitled to all of the rights, obligations and benefits of Bank; and (b) deemed to hold and may exercise the
rights of setoff or banker’s lien with respect to any and all obligations of such holder to Maker, in each case as fully
as though Maker were directly indebted to such holder. Bank may in its discretion give notice to Maker of such sale, assignment
or participation; however, the failure to give such notice shall not affect any of Bank’s or such holder’s rights hereunder.


 


Maker irrevocably appoints
each and every member and/or officer of Maker as its attorneys upon whom may be served, by certified mail at the address set forth
in the Loan Agreement, or such other address as may be directed by Maker, in writing, any notice, process or pleading in any action
or proceeding against it arising out of or in connection with this Note or any other Loan Document; and Maker hereby consents that
any action or proceeding against it be commenced and maintained in any state or federal court sitting in Memphis, Shelby County,
Tennessee, by service of process on any such owner, partner and/or officer; and Maker agrees that such courts of the State shall
have jurisdiction with respect to the subject matter hereof and the person of Maker and all collateral securing the obligations
of Maker. Maker agrees not to assert any defense to any action or proceeding initiated by Bank based upon improper venue or inconvenient
forum.


 




    	 	A-6	 



     


    

 


	 	CITIZENS COMMUNITY BANCORP, INC.
	 	 	 
	 	By:	 
	 	Title:	 
	 	 	 
	 	 	MAKER


 




    	 	A-7	 



     


    



 


EXHIBIT B


 


[INTENTIONALLY OMITTED]


 




    	 	B-1	 



     


    

 


EXHIBIT C


 


ACTIONS, SUITS, OR OTHER PROCEEDINGS PENDING
OR THREATENED AGAINST OR AFFECTING BORROWER OR ANY SUBSIDIARY


 


None.


 




    	 	C-1	 



     


    

 


EXHIBIT D


 


SUBSIDIARIES OF BORROWER


 


None.


 




    	 	D-1	 



     


    

 


EXHIBIT E


 


ADDITIONAL LIENS


 


None.


 




    	 	E-1	 



     


    

 


EXHIBIT F


 


OPTIONS,
WARRANTS, OR OTHER RIGHTS, AGREEMENTS, OR


COMMITMENTS
(INCLUDING CONVERSION RIGHTS AND


PREEMPTIVE
RIGHTS) OBLIGATING BORROWER OR ANY


SUBSIDIARY
TO ISSUE, SELL, PURCHASE, OR REDEEM


SHARES OR
SECURITIES CONVERTIBLE INTO SHARES


 


  See attached.




 




    	 	F-1	 



     


    

 


CITIZENS COMMUNITY BANCORP, INC.


2004 RECOGNITION AND RETENTION PLAN


AWARDS GRANTED TO DATE


 


	EMPLOYEE NAME	 	GRANT
 DATE	 	RESTRICTED
 SHARES
 GRANTED	 	 	VESTING TERM	 	VESTED
 THRU
 03/31/2016	 	 	UNVESTED 
 THRU
 03/31/2016	 	 	FORFEITED
 THRU
 03/31/2016 (1)	 
	RICHARD MCHUGH, DIRECTOR	 	2/4/2005	 	 	2,277	 	 	5 YRS	 	 	2,277	 	 	 	0	 	 	 	0	 
	RICHARD MCHUGH, DIRECTOR	 	11/17/2005	 	 	3,416	 	 	5 YRS	 	 	3,416	 	 	 	0	 	 	 	0	 
	DAVID WESTRATE, DIRECTOR	 	2/4/2005	 	 	2,277	 	 	5 YRS	 	 	2,277	 	 	 	0	 	 	 	0	 
	DAVID WESTRATE, DIRECTOR	 	11/17/2005	 	 	3,416	 	 	5 YRS	 	 	3,416	 	 	 	0	 	 	 	0	 
	BRIAN SCHILLING, DIRECTOR	 	2/4/2005	 	 	2,277	 	 	5 YRS	 	 	2,277	 	 	 	0	 	 	 	0	 
	THOMAS KEMPEN, DIRECTOR	 	2/4/2005	 	 	2,277	 	 	5 YRS	 	 	2,277	 	 	 	0	 	 	 	0	 
	ADONIS TALMAGE, DIRECTOR	 	2/4/2005	 	 	2,277	 	 	5 YRS	 	 	1,367	 	 	 	0	 	 	 	910	 
	JAMES COOLEY, CEO	 	2/4/2005	 	 	28,478	 	 	5 YRS	 	 	22,783	 	 	 	0	 	 	 	5,695	 
	TIMOTHY CRUCIANI, COO	 	2/4/2005	 	 	10,252	 	 	5 YRS	 	 	10,252	 	 	 	0	 	 	 	0	 
	JOHN ZETTLER, CFO	 	2/4/2005	 	 	4,556	 	 	5 YRS	 	 	4,556	 	 	 	0	 	 	 	0	 
	REBECCA JOHNSON, CONTROLLER	 	2/4/2005	 	 	4,556	 	 	5 YRS	 	 	4,556	 	 	 	0	 	 	 	0	 
	JOHNNY THOMPSON, VP	 	2/4/2005	 	 	4,556	 	 	5 YRS	 	 	1,823	 	 	 	0	 	 	 	2,733	 
	EDWARD H. SCHAEFER, CEO	 	6/14/2011	 	 	10,156	 	 	5 YRS	 	 	8,124	 	 	 	2,032	 	 	 	0	 
	EDWARD H. SCHAEFER, CEO	 	9/30/2011	 	 	10,156	 	 	5 YRS	 	 	8,124	 	 	 	2,032	 	 	 	0	 
	EDWARD H. SCHAEFER, CEO	 	10/31/2012	 	 	10,156	 	 	5 YRS	 	 	6,093	 	 	 	4,063	 	 	 	0	 
	EDWARD H. SCHAEFER, CEO	 	1/24/2013	 	 	5,163	 	 	5 YRS	 	 	3,096	 	 	 	2,067	 	 	 	0	 
	MARK C. OLDENBERG, CFO	 	7/2/2012	 	 	2,500	 	 	5 YRS	 	 	1,500	 	 	 	1,000	 	 	 	0	 
	MARK C. OLDENBERG, CFO	 	1/24/2013	 	 	5,164	 	 	5 YRS	 	 	3,096	 	 	 	2,068	 	 	 	0	 
	TOTAL SHARES	 	 	 	 	113,910	 	 	 	 	 	91,310	 	 	 	13,262	 	 	 	9,338	 



 




    	 	F-2	 



     


    

 


	EMPLOYEE NAME	 	GRANT
 DATE	 	STOCK
 OPTIONS
 GRANTED	 	 	VESTING
 PERIOD	 	TERM	 	EXERCISE
 PRICE	 	 	VESTED
 THRU
 03/31/2016	 	 	UNVESTED
 THRU
 03/31/2016	 	 	FORFEITED
 SHARES (1)	 	 	DATE FORFEITED (1)	 	 	SHARES
 EXERCISED	 	 	DATE SHARES
 EXERCISED	 	vested shares
 expiration date
	RICHARD MCHUGH, DIRECTOR	 	2/4/2005	 	 	14,240	 	 	5 YRS	 	15 YRS	 	$	7.04	 	 	 	14,240	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	NA	 	2/4/2020
	DAVID WESTRATE, DIRECTOR	 	2/4/2005	 	 	14,240	 	 	5 YRS	 	15 YRS	 	$	7.04	 	 	 	12,740	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	1,500	 	 	3/16/2015	 	2/4/2020
	BRIAN SCHILLING, DIRECTOR	 	2/4/2005	 	 	14,240	 	 	5 YRS	 	15 YRS	 	$	7.04	 	 	 	14,240	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	NA	 	2/4/2020
	THOMAS KEMPEN, DIRECTOR	 	2/4/2005	 	 	14,240	 	 	5 YRS	 	15 YRS	 	$	7.04	 	 	 	0	 	 	 	0	 	 	 	14,240	 	 	 	6/1/2012	 	 	 	0	 	 	NA	 	NA
	ADONIS TALMAGE, DIRECTOR	 	2/4/2005	 	 	14,240	 	 	5 YRS	 	15 YRS	 	$	7.04	 	 	 	0	 	 	 	0	 	 	 	14,240	 	 	 	6/1/2009	 	 	 	0	 	 	NA	 	NA
	JAMES COOLEY, CEO	 	2/4/2005	 	 	71,195	 	 	5 YRS	 	10 YRS	 	$	7.04	 	 	 	0	 	 	 	0	 	 	 	71,195	 	 	 	12/31/2009	 	 	 	0	 	 	NA	 	NA
	TIMOTHY CRUCIANI, COO	 	2/4/2005	 	 	25,629	 	 	5 YRS	 	10 YRS	 	$	7.04	 	 	 	0	 	 	 	0	 	 	 	25,629	 	 	 	6/30/2012	 	 	 	0	 	 	NA	 	NA
	JOHN ZETTLER, CFO	 	2/4/2005	 	 	11,391	 	 	5 YRS	 	10 YRS	 	$	7.04	 	 	 	0	 	 	 	0	 	 	 	11,391	 	 	 	3/31/2011	 	 	 	0	 	 	NA	 	NA
	JOHNNY THOMPSON, VP	 	2/4/2005	 	 	11,391	 	 	5 YRS	 	10 YRS	 	$	7.04	 	 	 	0	 	 	 	0	 	 	 	6,833	 	 	 	5/31/2007	 	 	 	4558	 	 	PRIOR TO 2009	 	NA
	REBECCA JOHNSON, CONTROLLER	 	2/4/2005	 	 	11,391	 	 	5 YRS	 	10 YRS	 	$	7.04	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	11391	 	 	12/9/2014	 	2/4/2015
	EDWARD H. SCHAEFER, CEO	 	6/14/2011	 	 	23,219	 	 	5 YRS	 	10 YRS	 	$	5.48	 	 	 	0	 	 	 	4,643	 	 	 	0	 	 	 	0	 	 	 	9288	 	 	12/4/2014	 	6/14/2021
	 	 	6/14/2011	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	4644	 	 	3/9/2015	 	6/14/2021
	 	 	6/14/2011	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	4644	 	 	2/23/2016	 	6/14/2021
	EDWARD H. SCHAEFER, CEO	 	9/30/2011	 	 	23,219	 	 	5 YRS	 	10 YRS	 	$	5.00	 	 	 	0	 	 	 	4,643	 	 	 	0	 	 	 	0	 	 	 	9288	 	 	12/4/2014	 	9/30/2021
	 	 	9/30/2011	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	4644	 	 	3/9/2015	 	9/30/2021
	 	 	9/30/2011	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	4644	 	 	2/23/2016	 	9/30/2021
	EDWARD H. SCHAEFER, CEO	 	10/31/2012	 	 	23,219	 	 	5 YRS	 	10 YRS	 	$	5.56	 	 	 	0	 	 	 	9,287	 	 	 	0	 	 	 	0	 	 	 	9200	 	 	3/9/2015	 	10/31/2022
	 	 	10/31/2012	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	4732	 	 	2/23/2016	 	10/31/2022
	EDWARD H. SCHAEFER, CEO	 	1/24/2013	 	 	1,462	 	 	5 YRS	 	10 YRS	 	$	6.12	 	 	 	0	 	 	 	586	 	 	 	0	 	 	 	0	 	 	 	876	 	 	2/23/2016	 	1/24/2023
	MARK C. OLDENBERG, CFO	 	7/2/2012	 	 	5,000	 	 	5 YRS	 	10 YRS	 	$	5.65	 	 	 	0	 	 	 	2,000	 	 	 	0	 	 	 	0	 	 	 	2000	 	 	3/10/2015	 	7/2/2022
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1000	 	 	3/14/2016	 	7/2/2022
	MARK C. OLDENBERG, CFO	 	1/24/2013	 	 	1,462	 	 	5 YRS	 	10 YRS	 	$	6.12	 	 	 	0	 	 	 	586	 	 	 	0	 	 	 	0	 	 	 	876	 	 	3/14/2016	 	1/24/2023
	TYLER TOMESH, V.P. DIVISION MGR	 	7/2/2012	 	 	2,500	 	 	5 YRS	 	10 YRS	 	$	5.65	 	 	 	1,500	 	 	 	1,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	NA	 	7/2/2022
	AARON LOKEN,V.P.  DIVISION MGR	 	7/2/2012	 	 	2,500	 	 	5 YRS	 	10 YRS	 	$	5.65	 	 	 	1,500	 	 	 	1,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	NA	 	7/2/2022
	TOTAL SHARES	 	 	 	 	284,778	 	 	 	 	 	 	 	 	 	 	 	44,220	 	 	 	23,745	 	 	 	143,528	 	 	 	 	 	 	 	73,285	 	 	 	 	 



 


(1) Per the Plan Agreement, vested Option Shares are forfeited
following termination for any reason, excluding death and Termination of Service for Cause, after one year for Directors and three
months for Employees. Unvested Restricted and Option Shares are forfeited immediately upon Termination of Service for any reason,
other than death or disability.


 


2004 RECOGNITION AND RETENTION PLAN


	RESTRICTED SHARES AVAILABLE FOR GRANT	0
	STOCK OPTIONS AVAILABLE FOR GRANT	0


 




    	 	F-3	 



     


    

 


CITIZENS COMMUNITY BANCORP, INC.


2008 EQUITY AND INCENTIVE PLAN


AWARDS GRANTED TO DATE


 


	EMPLOYEE NAME	 	GRANT
 DATE	 	RESTRICTED
 SHARES
 GRANTED	 	 	VESTING
 TERM	 	VESTED
 THRU
 03/31/2016	 	 	UNVESTED 
 THRU
 03/31/2016	 
	EDWARD H. SCHAEFER, CEO	 	1/24/2014	 	 	10,000	 	 	5 YRS	 	 	4,000	 	 	 	6,000	 
	MARK C. OLDENBERG, CFO	 	1/24/2014	 	 	5,000	 	 	5 YRS	 	 	2,000	 	 	 	3,000	 
	EDWARD H. SCHAEFER, CEO	 	3/3/2015	 	 	10,000	 	 	5 YRS	 	 	2,000	 	 	 	8,000	 
	MARK C. OLDENBERG, CFO	 	3/3/2015	 	 	7,500	 	 	5 YRS	 	 	1,500	 	 	 	6,000	 
	TOTAL SHARES	 	 	 	 	32,500	 	 	 	 	 	9,500	 	 	 	23,000	 



 


	EMPLOYEE NAME	 	GRANT
 DATE	 	STOCK
 OPTIONS
 GRANTED	 	 	VESTING
 PERIOD	 	TERM	 	EXERCISE
 PRICE	 	 	VESTED  THRU
 03/31/2016	 	 	UNVESTED 
 THRU
 03/31/2016	 	 	FORFEITED
 SHARES (1)	 	 	DATE
 FORFEITED (1)	 	SHARES
 EXERCISED	 	 	DATE
 SHARES
 EXERCISED	 	vested shares
 expiration date
	EDWARD H. SCHAEFER, CEO	 	1/24/2014	 	 	20,000	 	 	5 YRS	 	10 YRS	 	$	8.00	 	 	 	8,000	 	 	 	12,000	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	1/24/2024
	MARK C. OLDENBERG, CFO	 	1/24/2014	 	 	10,000	 	 	5 YRS	 	10 YRS	 	$	8.00	 	 	 	4,000	 	 	 	6,000	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	1/24/2024
	AARON LOKEN,VP RETAIL MORTGAGE BANKING	 	1/24/2014	 	 	2,500	 	 	5 YRS	 	10 YRS	 	$	8.00	 	 	 	1,000	 	 	 	1,500	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	1/24/2024
	TYLER TOMESH, VP COMMERCIAL LENDING	 	1/24/2014	 	 	2,500	 	 	5 YRS	 	10 YRS	 	$	8.00	 	 	 	1,000	 	 	 	1,500	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	1/24/2024
	HENK BOESE, CHIEF TECHNOLOGY OFFICER	 	1/24/2014	 	 	2,500	 	 	5 YRS	 	10 YRS	 	$	8.00	 	 	 	500	 	 	 	1,500	 	 	 	0	 	 	NA	 	 	500	 	 	2/19/2016	 	1/24/2024
	LEAH MOTSCHENBACHER, CHIEF CREDIT OFFICER	 	1/24/2014	 	 	2,500	 	 	5 YRS	 	10 YRS	 	$	8.00	 	 	 	1,000	 	 	 	1,500	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	1/24/2024
	DALE LIVINGSTON, VP INDIRECT LENDING	 	1/24/2014	 	 	2,500	 	 	5 YRS	 	10 YRS	 	$	8.00	 	 	 	0	 	 	 	0	 	 	 	2,500	 	 	7/1/2014	 	 	0	 	 	NA	 	7/1/2014
	TRACY BUSH, VP OPERATIONS/COMPLIANCE OFFICER	 	1/24/2014	 	 	2,500	 	 	5 YRS	 	10 YRS	 	$	8.00	 	 	 	0	 	 	 	0	 	 	 	2,500	 	 	6/22/2015 & 9/22/2015	 	 	0	 	 	NA	 	9/22/2015
	EDWARD H. SCHAEFER, CEO	 	3/3/2015	 	 	20,000	 	 	5 YRS	 	10 YRS	 	$	9.20	 	 	 	4,000	 	 	 	16,000	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	3/3/2025
	MARK C. OLDENBERG, CFO	 	3/3/2015	 	 	15,000	 	 	5 YRS	 	10 YRS	 	$	9.20	 	 	 	3,000	 	 	 	12,000	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	3/3/2025
	AARON LOKEN,VP RETAIL MORTGAGE BANKING	 	3/3/2015	 	 	3,000	 	 	5 YRS	 	10 YRS	 	$	9.20	 	 	 	600	 	 	 	2,400	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	3/3/2025
	TYLER TOMESH, VP COMMERCIAL LENDING	 	3/3/2015	 	 	3,000	 	 	5 YRS	 	10 YRS	 	$	9.20	 	 	 	600	 	 	 	2,400	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	3/3/2025
	HENK BOESE, CHIEF TECHNOLOGY OFFICER	 	3/3/2015	 	 	3,000	 	 	5 YRS	 	10 YRS	 	$	9.20	 	 	 	600	 	 	 	2,400	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	3/3/2025
	LEAH MOTSCHENBACHER, CHIEF CREDIT OFFICER	 	3/3/2015	 	 	3,000	 	 	5 YRS	 	10 YRS	 	$	9.20	 	 	 	600	 	 	 	2,400	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	3/3/2025
	TRACY BUSH, VP OPERATIONS/COMPLIANCE OFFICER	 	3/3/2015	 	 	3,000	 	 	5 YRS	 	10 YRS	 	$	9.20	 	 	 	0	 	 	 	0	 	 	 	3,000	 	 	6/22/2015	 	 	0	 	 	NA	 	6/22/2015
	MARK C. OLDENBERG, CFO	 	1/24/2016	 	 	5,000	 	 	5 YRS	 	10 YRS	 	$	9.21	 	 	 	0	 	 	 	5,000	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	1/24/2026
	AARON LOKEN,VP RETAIL MORTGAGE BANKING	 	1/24/2016	 	 	3,000	 	 	5 YRS	 	10 YRS	 	$	9.21	 	 	 	0	 	 	 	3,000	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	1/24/2026
	TYLER TOMESH, VP COMMERCIAL LENDING	 	1/24/2016	 	 	3,000	 	 	5 YRS	 	10 YRS	 	$	9.21	 	 	 	0	 	 	 	3,000	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	1/24/2026
	HENK BOESE, CHIEF TECHNOLOGY OFFICER	 	1/24/2016	 	 	3,000	 	 	5 YRS	 	10 YRS	 	$	9.21	 	 	 	0	 	 	 	3,000	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	1/24/2026
	LEAH MOTSCHENBACHER, CHIEF CREDIT OFFICER	 	1/24/2016	 	 	3,000	 	 	5 YRS	 	10 YRS	 	$	9.21	 	 	 	0	 	 	 	3,000	 	 	 	0	 	 	NA	 	 	0	 	 	NA	 	1/24/2026
	TOTAL SHARES	 	 	 	 	112,000	 	 	 	 	 	 	 	 	 	 	 	24,900	 	 	 	78,600	 	 	 	8,000	 	 	 	 	 	500	 	 	 	 	 



 


(1) Per the Plan Agreement, vested Option Shares are forfeited
following termination for any reason, excluding death and Termination of Service for Cause, after one year for Directors and three
months for Employees. Unvested Restricted and Option Shares are forfeited immediately upon Termination of Service for any reason,
other than death or disability. 


(2) Per the Restricted Stock and Incentive Stock Option Agreements,
shares granted on 03/03/2015 vest on 01/24/2016, 01/24/2017, 01/24/2018, 01/24/2019 and 01/24/2020.


 




    	 	F-4	 



     


    

 


2008 EQUITY AND INCENTIVE PLAN


RESTRICTED SHARES AVAILABLE FOR GRANT      




 


	TOTAL RESTRICTED SHARES	 	 	170,745	 
	RESTRICTED SHARES GRANTED 01/24/2014	 	 	-15,000	 
	RESTRICTED SHARES GRANTED 03/03/2015	 	 	-17,500	 
	NET RESTRICTED SHARES AVAILABLE FOR GRANT	 	 	138,245	 




 





STOCK OPTIONS AVAILABLE FOR GRANT          




 


	TOTAL STOCK OPTIONS	 	 	426,860	 
	STOCK OPTIONS GRANTED 01/24/2014	 	 	-45,000	 
	STOCK OPTIONS GRANTED 03/03/2015	 	 	-50,000	 
	STOCK OPTIONS GRANTED 01/24/2016	 	 	-17,000	 
	NET STOCK OPTIONS  AVAILABLE FOR GRANT	 	 	314,860	 



 




    	 	F-5	 



     


    

 


EXHIBIT G


 


INDEBTEDNESS
NOT AUTHORIZED IN SECTION 6.1


 


  None.




 




    	 	G-1	 



     


    

 


EXHIBIT H


 


COMPLIANCE
CERTIFICATE


 


[Place on __________________ Letterhead]


 


[DATE]


  


Mr. __________________________


First Tennessee Bank National Association


Correspondent Banking


165 Madison Ave, 5th Floor


Memphis, TN  38103


 


Re:Compliance Certificate


 


I, __________________________, ________________, of Citizens
Community Bancorp, Inc., a Maryland corporation (the "Borrower"), certify to First Tennessee Bank National Association,
a national banking association (the "Lender") that the attached financial statements for the period ending ______________
_____, 20___, present fairly the financial position and results of operations of the Borrower and its Subsidiaries. The attached
statements include all statements required to be delivered as of the date hereof pursuant to the Loan Agreement dated May ____,
2016, between Lender and Borrower, as amended or modified from time to time (the "Loan Agreement"). This certification
is provided to Lender under the provisions of Section 5.19 of the Loan Agreement. Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.


 


[Remainder of Page Intentionally Left Blank]


 




    	 	H-1	 



     


    

 


	Loan Agreement Section - Covenant	Covenant	Actual	In Compliance ?
	 	 	 	 	 
	5.13(b) - 	Risk-Based Capital Ratio	greater than or	 	 	 
	 	equal to 12.00%	________	[Yes]	[No]
	 	 	 	 	 
	5.14  	"Modified" Texas Ratio	less than or	 	 	 
	 	equal to 30.00%	________	[Yes]	[No]
	 	 	 	 	 
	5.15  	Return on Average Assets	at least	 	 	 
	 	Adequacy	0.40%	 	 	 
	after Sept. 30, 2017	0.45%	 	 	 
	after Sept. 30, 2018	0.50%	________	[Yes]	[No]
	 	 	 	 	 
	5.17  	Loan to Value Ratio	less than or	 	 	 
	 	equal to 50%	________	[Yes]	[No]


 


By signing below I acknowledge that I have completed the above
covenant compliance check, that all calculations were made in accordance with the terms and requirements of the applicable Loan
Agreement sections, and that, to the best of my knowledge, except where indicated, the Borrower and its Subsidiaries are in compliance
with all of the above covenants and all other affirmative and negative covenants, events of default, and all other terms of the
agreements encompassing the Loan Agreement.


 


	 	 	 
	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Title:	 
	 	 	 


 




    	 	H-2	 



     


    

 


APPENDIX A


 


DEFINITIONS


 


“Affiliate” shall have
the same meaning assigned to it in applicable bank regulations.


 


“Asset Disposition”
shall mean the disposition (including the sale, lease or transfer) of any or all of the assets (including without limitation any
common or preferred stock of the Bank or any other Subsidiary) of the Borrower or any of its Subsidiaries whether by sale, lease,
transfer or otherwise.


 


“Average Assets”
shall mean the year-to-date average of total assets of Bank.


 


“Bank Regulatory Authority”
shall mean the Board of Governors of the Federal Reserve System, the Comptroller of the Currency, the Federal Deposit Insurance
Corporation, and all other relevant bank regulatory authorities (including, without limitation, relevant state bank regulatory
authorities).


 


“Call Report” shall
mean the Bank’s Quarterly Report of Condition and Income.


 


“Capital Stock” shall
mean any and all shares, interests, participations or other equivalents (however designated) of capital stock or equity, whether
now outstanding or issued after the date hereof, including all common stock, preferred stock, partnership interests and limited
liability company member interests.


 


“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Entity or (c) the making or issuance of any request, rule, guideline or directive (whether
or not having the force of law) by any Governmental Entity; provided that notwithstanding anything herein to the contrary,
(i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder
or issued in connection therewith and (ii) all requests, rules, regulations, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,
regardless of the date enacted, adopted or issued.


 


“Collateral” shall
mean one million (1,000,000) shares of the common stock of the Bank as evidenced by Certificate No. 1.


 


“Covenant Compliance Date”
shall mean the last day of each fiscal quarter of the Borrower.


 




    	 	A-1	 



     


    

 


“Environmental Laws”
shall mean all federal, state, and local laws, including statutes, regulations, ordinances, codes, rules, and other governmental
restrictions and requirements, relating to the discharge of air pollutants, water pollutants, or process waste water or otherwise
relating to the environment or hazardous substances or the treatment, processing, storage, disposal, release, transport, or other
handling thereof, including, but not limited to, the federal Solid Waste Disposal Act, the federal Clean Air Act, the federal Clean
Water Act, the federal Resource Conservation and Recovery Act, the federal Hazardous Materials Transportation Act, the federal
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the federal Toxic Substances Control Act, regulations
of the Nuclear Regulatory Agency, and regulations of any state department of natural resources or state environmental protection
agency, in each case as now or at any time hereafter in effect.


 


“Equity Issuance” shall
mean any issuance by the Borrower to any person of shares of its Capital Stock, any shares of its Capital Stock pursuant to the
exercise of options or warrants or any shares of its Capital Stock pursuant to the conversion of any debt to equity, after the
date of the Loan.


 


“ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and
regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed
also to refer to any successor sections.


 


“ERISA Affiliate” means
an entity which is under common control with the Borrower within the meaning of Section 4001(a)(14) of ERISA, or is a member of
a group which includes the Borrower and which is treated as a single employer under Sections 414(b) or (c) of the Code.


 


“ERISA Event” means
(i) with respect to any Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning
of Section 4062(e) of ERISA); (ii) the withdrawal by the Borrower, the Bank, or any other Subsidiary or any ERISA Affiliate from
a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2)
of ERISA), or the termination of a Multiple Employer Plan; (iii) the distribution of a notice of intent to terminate or the actual
termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (iv) the institution of proceedings to terminate or the
actual termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any event or condition which might constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any plan; (vi) the complete
or partial withdrawal of the Borrower or any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan; (vii) the conditions
for imposition of a lien under Section 302(f) of ERISA exist with respect to any Plan; or (viii) the adoption of an amendment to
any Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA.


 




    	 	A-2	 



     


    

 


“Event of Default” shall
have the meaning assigned to such term in Section 7.1 of this Agreement.


 


“GAAP” shall mean generally
accepted accounting principles applied on a consistent basis, maintained throughout the period involved.


 


“Governmental Entity”
means the United States, any State, and/or any political subdivision, department, agency or instrumentality of any of the foregoing.


 


“Interest Rate Swap”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any
related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement,
together with any related schedule and confirmation, as amended, supplemented, superseded or replaced from time to time.


 


"Known" to Borrower or
"Knowledge" of Borrower means the actual knowledge, after due inquiry, of Edward H. Schaefer and/or Mark C. Oldenberg.


 


“Lien(s)” shall have
the meaning set forth in Section 4.11 of this Agreement and are more specifically set forth in Exhibit E attached
hereto.


 


“Local Authorities”
means individually and collectively the state and local governmental authorities which govern the business and operations owned
or conducted by the Borrower or its Subsidiaries.


 


“Loan Documents” shall
mean the Note, the Agreement, the Pledge Agreement, stock certificates issued to Borrower evidencing the shares pledged pursuant
to the Pledge Agreement, the Guaranty, stock powers with respect to such shares pledged as Collateral and any and all other documents,
instruments or agreements evidencing, securing, guaranteeing or otherwise related to or delivered in connection with the Loan.


 




    	 	A-3	 



     


    

 


“Loan-to-Value Ratio”
shall mean the ratio that (a) the then-outstanding balance of the Loan at the time of measurement bears to (b) the Bank's tangible
common equity tier 1 capital at the time of measurement.


 


“Maturity Date” shall
mean May ____, 2021.


 


“‘Modified’ Texas
Ratio” shall mean a fraction, expressed as a percentage, where the numerator is Non-Performing Assets, and where the
denominator is the sum of Bank’s Tier 1 Capital plus the entire balance of Bank’s loan loss reserve, all determined
on a basis satisfactory to Lender.


 


“Multiple Employer Plan”
shall mean a Plan which is a multiemployer plan as defined in Sections 3(37) or 4001(a)(3) of ERISA.


 


“Non-Performing Assets”
shall mean the sum of (1) all Non-Performing Loans and (2) Other Real Estate Owned listed in Call Reports and other such assets
acquired through foreclosure or other realization upon collateral or rearrangement or satisfaction of Indebtedness.


 


“Non-Performing Loans”
shall mean the sum of (1) all loans classified internally or by a Bank Regulatory Authority as non-accrual plus (2) loans past
due by 90 days or more plus (3) loans for which the obligee has reduced the agreed interest rate, reduced the principal or interest
obligation, extend the maturity, applied interest payments to reduce principal, capitalized interest, or otherwise renegotiated
the terms of the obligation based upon the actual or asserted inability of the obligor(s) of such loans to perform their obligations
pursuant to the agreements with the obligee prior to such modification or renegotiation; provided, however, that
(a) loans for which the Borrower or the Bank has taken additional collateral satisfactory to it and therefore is prepared to make
additional loan advances or any other loans which have been restructured and are performing in a manner satisfactory to the Borrower
and (b) any portion of a Non-Performing Loan that is guaranteed by the United States government or an agency thereof in a manner
acceptable to Lender shall not be included in the definition of Non-Performing Loans (but any un-guaranteed portion of a Non-Performing
Loan covered by item (b) above shall be included as a Non-Performing Loan).


 


“Note” shall have the
meaning assigned to such term in Section 1.2 of this Agreement, together with any and all renewals, modifications, extensions
and replacements thereof.


 


“PATRIOT Act” means
the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended.


 




    	 	A-4	 



     


    

 


“Permitted Encumbrances”
shall mean and include: (a) liens for taxes, assessments or similar governmental charges not in default or being contested in good
faith by appropriate proceedings; (b) workmen’s, vendors’, mechanics’ and materialmen’s liens and other
liens imposed by law incurred in the ordinary course of business, and easements and encumbrances which are not substantial in character
or amount and do not materially detract from the value or interfere with the intended use of the properties subject thereto and
affected thereby; (c) liens in respect of pledges or deposits under social security laws, workmen’s compensation laws, unemployment
insurance or similar legislation and in respect of pledges or deposits to secure bids, tenders, contracts (other than contracts
for the payment of money), leases or statutory operations; and (d) such other liens and encumbrances to which Lender shall consent
in writing, if any.


 


“Person” means an individual,
partnership, corporation, limited liability company, trust, unincorporated organization, association, joint venture or a government
or agency or political subdivision thereof, joint stock company, or non-incorporated organization, or any other entity of any kind
whatsoever.


 


“Plan” means any employee
benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which the Borrower, the Bank,
or any other Subsidiary or any ERISA affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA
be deemed to be) an “employer” within the meaning of Section 3(5) of ERISA.


 


“Pledge Agreement” shall
mean that certain Pledge and Security Agreement executed by Borrower for the benefit of Lender dated May 1, 2016 pledging the Collateral.


 


“Reportable Event” means
any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the notice requirement has been waived
by regulation.


 


“Risk-Based Capital Ratio”
shall have the meaning and be calculated as set forth in Appendix A to Title 12, Code of Federal Regulations, Part 225, Capital
Adequacy Guidelines for Bank Holding Companies.


 


“Sanctioned Country”
means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx,
or as otherwise published from time to time.


 


“Sanctioned Person”
means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available
at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time,
or (b) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii)
a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by the U.S. Department of
Treasury’s Office of Foreign Assets Control.


 




    	 	A-5	 



     


    

 


“Subsidiaries” or individually
“Subsidiary” shall mean any partnership, corporation, limited liability company, trust, unincorporated organization,
association, joint venture, or other entity other than Borrower in an unbroken chain of entities beginning with the Borrower with
each of the entities or the Bank other than the last entity in the unbroken chain owning fifty percent (50%) or more of the total
combined voting power of all classes of stock or other form of equity in one of the other entities or the Bank and are more specifically
listed in Exhibit D attached hereto.


 


“Supervisory Action”
shall mean and include the issuance by or at the behest of any bank regulatory authority of a letter agreement, memorandum of understanding
(regardless of whether consented or agreed to by the party to whom it is addressed), cease and desist order, injunction, directive,
restraining order, formal agreement, notice of charges, or civil money penalties, against Borrower, the Bank, or any other Subsidiary
or the directors or officers of any of them, whether temporary or permanent.


 


“Tier 1 Capital” shall
have the meaning included in Appendix A to Title 12, Code of Federal Regulations, Part 225, Capital Adequacy Guidelines for Bank
Holding Companies.


 


“United States” means
the government of the United States of America or any department, agency, division or instrumentality thereof.


 




    	 	A-6	 



     


    

 


SCHEDULE
4.6


 


SUPERVISORY
ACTION(S)


 


  None.




 




    		Sch. 4.6