Commercial Bancgroup, Inc. Sample Contracts

EmPLOYMENT AGREEMENT
Employment Agreement • September 22nd, 2025 • Commercial Bancgroup, Inc. • State commercial banks • Tennessee

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of [●], 2025 (the “Effective Date”), by and between Commercial Bancgroup, Inc., a Tennessee corporation (“Company”), and Commercial Bank, a Tennessee state-chartered bank (“Bank”), on the one hand, and Philip J. Metheny, a resident of the State of Tennessee (“Executive”), on the other hand. Company and Bank are sometimes referred to herein collectively as “Employer.” Company, Bank, and Executive are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2025 • Commercial Bancgroup, Inc. • State commercial banks • Tennessee

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of September 29, 2025 (the “Effective Date”), by and between Commercial Bancgroup, Inc., a Tennessee corporation (“Company”), and Commercial Bank, a Tennessee state-chartered bank (“Bank”), on the one hand, and Terry L. Lee, a resident of the State of Tennessee (“Executive”), on the other hand. Company and Bank are sometimes referred to herein collectively as “Employer.” Company, Bank, and Executive are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”

Shares Commercial Bancgroup, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 22nd, 2025 • Commercial Bancgroup, Inc. • State commercial banks • New York
EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2025 • Commercial Bancgroup, Inc. • State commercial banks • Tennessee

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of September 29, 2025 (the “Effective Date”), by and between Commercial Bank, a Tennessee state-chartered bank (“Bank”), and Richard C. Sprinkle, Jr., a resident of the State of Tennessee (“Executive”). Bank and Executive are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”

AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • August 26th, 2025 • Commercial Bancgroup, Inc. • State commercial banks

THIS AMENDED AND RESTATED LOAN AGREEMENT (herein this “Loan Agreement”) is made, entered into and effective as of the 27 day of January, 2020, by and between (i) COMMUNITY TRUST BANK, INC., a Kentucky banking corporation, with its principal office at 346 North Mayo Trail, Pikeville, Kentucky 41501 (the “Bank”); and (ii) COMMERCIAL BANCGROUP, INC., a Tennessee corporation, with a mailing address of 6710 Cumberland Gap Parkway, Harrogate, Tennessee 37752-8013 (the “Borrower”).

EmPLOYMENT AGREEMENT
Employment Agreement • September 22nd, 2025 • Commercial Bancgroup, Inc. • State commercial banks • Tennessee

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of [●], 2025 (the “Effective Date”), by and between Commercial Bank, a Tennessee state-chartered bank (“Bank”), and Richard C. Sprinkle, Jr., a resident of the State of Tennessee (“Executive”). Bank and Executive are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”

FORM OF] INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 22nd, 2025 • Commercial Bancgroup, Inc. • State commercial banks • Tennessee

This Indemnification Agreement (this “Agreement”), dated as of [●], 2025, is entered into by and between Commercial Bancgroup, Inc., a Tennessee corporation (“Company”), and [●] (“Indemnitee”).

AGREEMENT AND PLAN OF MERGER COMMERCIAL BANCGROUP, INC. CB MERGER SUB, INC. AND AB&T FINANCIAL CORPORATION February 27, 2024
Merger Agreement • August 26th, 2025 • Commercial Bancgroup, Inc. • State commercial banks • Tennessee

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 27th day of February, 2024, is made and entered into by and among Commercial Bancgroup, Inc., a Tennessee corporation and registered bank holding company (“Commercial”); CB Merger Sub, Inc., a Tennessee corporation and direct, wholly owned Subsidiary (as defined below) of Commercial (“Merger Sub”); and AB&T Financial Corporation, a North Carolina corporation and registered bank holding company (the “Company”), under authority of resolutions of their respective boards of directors duly adopted.