Common use of Conditions to Consummation of the Merger Closing Clause in Contracts

Conditions to Consummation of the Merger Closing. 64 7.01 Conditions to Each Party’s Obligation to Effect the Merger 64 7.02 Conditions to Obligation of Limestone 64 7.03 Conditions to Obligation of Peoples 65 ARTICLE VIII – TERMINATION 66 8.01 Termination 66 8.02 Effect of Termination and Abandonment; Enforcement of Agreement 69 ARTICLE IX – MISCELLANEOUS 71 9.01 No Survival 71 9.02 Amendment 71 9.03 Extension; Waiver 71 9.04 Counterparts 71 9.05 Confidential Supervisory Information 71 9.06 Governing Law; Jurisdiction 71 9.07 Waiver of Jury Trial 72 9.08 Expenses 72 9.09 Notices 72 9.10 Entire Understanding; No Third Party Beneficiaries 73 9.11 Assignment; Third-Party Beneficiaries 73 9.12 Interpretation 74 9.13 Specific Performance 74 9.14 Severability 74 9.15 Delivery by Electronic Transmission 74 EXHIBIT A Form of Support Agreement EXHIBIT B Form of Subsidiary Bank Merger Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of October 24, 2022 (this “Agreement”), by and between PEOPLES BANCORP INC., an Ohio corporation (“Peoples”), and LIMESTONE BANCORP, INC., a Kentucky corporation (“Limestone”).

Conditions to Consummation of the Merger Closing. 64 59 7.01 Conditions to Each Party’s Obligation to Effect the Merger 64 59 7.02 Conditions to Obligation of Limestone 64 NB&T Financial 60 7.03 Conditions to Obligation of Peoples 65 61 7.04 Closing 62 ARTICLE VIII – TERMINATION 66 62 8.01 Termination 66 62 8.02 Effect of Termination and Abandonment; Enforcement of Agreement 69 64 8.03 Termination Fee 64 ARTICLE IX – MISCELLANEOUS 71 65 9.01 No Survival 71 65 9.02 Waiver; Amendment 71 65 9.03 Extension; Waiver 71 Counterparts 65 9.04 Counterparts 71 Governing Law 65 9.05 Confidential Supervisory Information 71 Expenses 65 9.06 Governing Law; Jurisdiction 71 Notices 65 9.07 Waiver of Jury Trial 72 9.08 Expenses 72 9.09 Notices 72 9.10 Entire Understanding; No Third Party Beneficiaries 73 9.11 Assignment66 9.08 Interpretation; Third-Party Beneficiaries 73 9.12 Interpretation 74 9.13 Specific Performance 74 9.14 Severability 74 9.15 Delivery by Electronic Transmission 74 Effect 66 9.09 Waiver of Jury Trial 66 9.10 Successors and Assigns; Assignment 66 EXHIBIT A Form of Support Agreement EXHIBIT B Form of Subsidiary Bank Merger Voting Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of October 24August 4, 2022 2014 (hereinafter referred to as this “Agreement”), by and between PEOPLES BANCORP INC., an Ohio corporation (hereinafter referred to as “Peoples”), and LIMESTONE BANCORPNB&T FINANCIAL GROUP, INC., a Kentucky an Ohio corporation (hereinafter referred to as “LimestoneNB&T Financial”).

Conditions to Consummation of the Merger Closing. 64 60 7.01 Conditions to Each Party’s Obligation to Effect the Merger 64 60 7.02 Conditions to Obligation of Limestone 64 Premier Financial 61 7.03 Conditions to Obligation of Peoples 65 62 ARTICLE VIII – TERMINATION 66 Termination 63 8.01 Termination 66 63 8.02 Effect of Termination and Abandonment; Enforcement of Agreement 69 66 ARTICLE IX – MISCELLANEOUS 71 Miscellaneous 67 9.01 No Survival 71 67 9.02 Amendment 71 67 9.03 Extension; Waiver 71 67 9.04 Counterparts 71 68 9.05 Confidential Supervisory Information 71 68 9.06 Governing Law; Jurisdiction 71 68 9.07 Waiver of Jury Trial 72 68 9.08 Expenses 72 69 9.09 Notices 72 69 9.10 Entire Understanding; No Third Party Beneficiaries 73 70 9.11 Assignment; Third-Party Beneficiaries 73 70 9.12 Interpretation 74 70 9.13 Specific Performance 74 70 9.14 Severability 74 71 9.15 Delivery by Electronic Transmission 74 71 EXHIBIT A Form of Support Agreement EXHIBIT B Form of Subsidiary Bank Merger Agreement (Citizens) EXHIBIT C Form of Bank Merger Agreement (Premier) AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of October 24March 26, 2022 2021 (this “Agreement”), by and between PEOPLES BANCORP INC.Peoples Bancorp Inc., an Ohio corporation (“Peoples”), and LIMESTONE BANCORPPremier Financial Bancorp, INC.Inc., a Kentucky corporation (“LimestonePremier Financial”).