CIVB · Civista Bancshares, Inc. · Debt

On November 30, 2021, Civista Bancshares, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $75.0 million aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Notes”). The Notes have a stated maturity of December 31, 2031 and were sold and issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Purchase Agreement contains certain customary representations, warranties, covenants and agreements of the Company and of the Purchasers (severally but not jointly).

Issuer evidence: On November 30, 2021, Civista Bancshares, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $75.0 million aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Notes”). The Notes have a stated maturity of December 31, 2031 and were sold and issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Purchase Agreement contains certain customary representations, warranties, covenants and agreements of the Company and of the Purchasers (severally but not jointly).

**WHEREAS**, the Company has duly authorized the execution and delivery of this Indenture to provide for an issue of $75.0 million in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031, subject to the terms and conditions set forth in this Indenture.

Issuer evidence: **THIS INDENTURE** dated as of November 30, 2021, is between **CIVISTA BANCSHARES, INC.**, an Ohio corporation (the “*Company*”), and **UMB BANK, NATIONAL ASSOCIATION**, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “*Trustee*”).

Supporting evidence: **WHEREAS**, the Company has duly authorized the execution and delivery of this Indenture to provide for an issue of $75.0 million in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031, subject to the terms and conditions set forth in this Indenture.

This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated November 30, 2021, by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $75,000,000 aggregate principal amount of the Company’s 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031, which were issued on November 30, 2021 (the “Subordinated Notes”). In order to induce each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Issuer evidence: This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of November 30, 2021, and is made by and among Civista Bancshares, Inc., an Ohio corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

Supporting evidence: This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated November 30, 2021, by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $75,000,000 aggregate principal amount of the Company’s 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031, which were issued on November 30, 2021 (the “Subordinated Notes”). In order to induce each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Supporting evidence: This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated November 30, 2021, by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $75,000,000 aggregate principal amount of the Company’s 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031, which were issued on November 30, 2021 (the “Subordinated Notes”). In order to induce each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.