Citizens Community Bancorp Inc. (Form: 8-K, Received: 08/06/2018 16:41:16)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 1, 2018

CITIZENS COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)



001-33003		20-5120010
(Commission File Number)		(I.R.S. Employer I.D. Number)



2174 EastRidge Center, Eau Claire, Wisconsin		54701
(Address of Principal Executive Offices)		(Zip Code)

715-836-9994

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):



o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.)

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement

On August 1, 2018, Citizens Community Bancorp, Inc. (the “Company”) entered into a Business Credit Agreement (as amended by the General Rider attached thereto, the “Loan Agreement”) with Chippewa Valley Bank (“CVB”) evidencing a $7,500,000 revolving loan (the “Revolving Loan”) and issued a Business Note (as amended by the General Rider attached thereto, the “Note”) in favor of CVB in an initial principal amount of $10,000,000.

The Revolving Loan matures on August 1, 2019 and the Note matures on August 1, 2030. The Company’s obligations under the Loan Agreement and the Note are secured by a pledge of all of the issued and outstanding shares of common stock of Citizens Community Federal N.A., a wholly-owned subsidiary of the Company (“CCF”), (the “Collateral”) pursuant to the Collateral Pledge Agreement by the Company in favor of CVB dated as of August 1, 2018 (as amended by the General Rider attached thereto, the “Pledge Agreement”). The Revolving Loan and the Note each bear interest at a variable rate based on the U.S. Prime Rate as published in the Wall Street Journal, and are payable in accordance with the terms of the Loan Agreement and the Note, respectively . The proceeds from the Note will be used to refinance existing indebtedness under the Company’s loan agreement with First Tennessee Bank National Association (the “Existing Loan Agreement”), pay transaction fees and expenses and for general corporate purposes. The proceeds from the Revolving Loan will be used for general corporate purposes. On August 1, 2018, the Company repaid all outstanding obligations under and terminated the Existing Loan Agreement and all security and other loan documents entered into in connection therewith.

The Loan Agreement, the Note, and the Pledge Agreement contain certain customary affirmative and negative covenants. The Pledge Agreement also provides restrictions on the Company’s ability to sell, transfer, pledge or otherwise dispose of, or otherwise encumber any of the Company’s stock of CCF.

The Loan Agreement and the Note each includes customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults and bankruptcy or insolvency proceedings, the occurrence of which, after any applicable cure period, would permit CVB, among other things, to accelerate payment of all amounts outstanding under the Loan Agreement and the Note, as applicable, and to exercise its remedies with respect to the Collateral, including, without limitation, the sale of the Collateral.

The foregoing summary of the Loan Agreement, Note and the Pledge Agreement do not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Loan Agreement, Note and the Pledge Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in response to Item 1.01 in this Current Report on Form 8-K is incorporated herein by reference in its entirety.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.



10.1		Business Credit Agreement, dated August 1, 2018, by and between Citizens Community Bancorp, Inc., and Chippewa Valley Bank National Association.
10.2		Business Note, dated August 1, 2018, issued by Citizens Community Bancorp, Inc. to Chippewa Valley Bank.
10.3		Collateral Pledge Agreement, dated August 1, 2018, by Citizens Community Bancorp, Inc., in favor of Chippewa Valley Bank.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	CITIZENS COMMUNITY BANCORP, INC.

Date: August 6, 2018	By:	/s/ James S. Broucek
		James S. Broucek
		Chief Financial Officer

EXHIBIT 10.1

BUSINESS CREDIT AGREEMENT Boxes checked are applicable

(Business Purpose Loans) Boxes not checked are inapplicable

The undersigned (“ Customer ", whether one or more) agrees with the undersigned lender (“ Lender ”) as follows:

1. Loans . Customer requests that Lender lend to Customer from time to time such amounts as Customer may request in accordance with this Agreement (the “ Loans ”), and subject to the terms of this Agreement, Lender agrees to make such Loans up to (a) ý ( the aggregate principal amount of $7,500,000.00 at any time outstanding (the “ Credit Limit ), within which amount Customer may borrow, repay and reborrow under this Agreement (b) ¨ the aggregate principal amount of $ n/a (the " Credit Limit ”). Lender is not obligated to but may make Loans in excess of the Credit Limit, and in any event Customer is liable for and agrees to pay to Lender at Lender’s address shown below all Loans, interest and other charges made to or imposed on Customer under this Agreement.

2. Loan Procedures . Customer may obtain Loans under this Agreement only as provided below:


(a)	¨ Customer shall give Lender at least n/a business days’ prior notice of any Loan requested under this Agreement, specifying the date and amount of the Loan. Lender will make the Loan available to Customer ¨ by crediting the amount of the Loan to Customer ’ s deposit account no. n/a with Lender ¨ by .

(b)

¨ Whenever the ¨ ledger ¨ collected balance in Customer ’ s deposit account no. n/a with Lender is less than n/a on any business day (“ Trigger Amount ”), for whatever reason, Customer requests Lender to automatically advance funds in increments of $ n/a to such deposit account in an amount sufficient to increase the balance to the Trigger Amount, or such lesser amount as may be available to Customer under this Agreement.


(c)	ý Upon written request of Stephen Bianchi and James S Broucek with two business days' notice

3. Fees . Customer agrees to pay to Lender the following nonrefundable fees as a condition of access to Loans under this Agreement


(a)	ý Commitment fee in the amount of $ 75,000.00 payable to Chippewa Valley Bank .


(b)	¨ n/a

Customer agrees to pay any fees and charges described in this Agreement as Loans under this Agreement if such fees and charges are not required by Lender to be paid in cash by Customer at the time the fee or charge is incurred under this Agreement, Furthermore, charges for credit insurance if separately requested by Customer may be charged by Lender as Loans to Customer under this Agreement.

4. Interest . Interest shall accrue before maturity (whether by acceleration or lapse of time) at the stated interest rate(s) identified in section 4(a), (b) or (c) below (each a “ stated interest rate ”), as applicable, on the unpaid principal balance, calculated as provided in section 4(f) below:

[ Check (a), (b) or (c); only one shall apply. ]


(a)	¨ Fixed Interest Rate . n/a %.


(b)	¨ Stepped Fixed Interest Rate . n/a % until n/a and n/a % thereafter.

(c)

ý Variable Interest Rate . The stated interest rate is variable and will adjust to equal the Index Rate (defined below) ¨ plus ý minus 0.750 percentage points. However, the stated interest rate shall not exceed n/a % and shall not be less than n/a % and until the first change date described below the stated interest rate shall be 4.250 %. The stated interest rate shall be adjusted on the change dates provided below.

The “ Index Rate ” is:

The highest U.S. Prime Rate as published in the Wall Street Journal “Money Table” as and when the index rate changes and becomes effective.

The Index Rate may or may not be the lowest rate charged by Lender. The stated interest rate shall be adjusted on the following change dates: as and when the index rate changes and becomes effective.

A change in the interest rate will apply both to the unpaid principal balance of Loans outstanding under this Agreement and to new Loans. If the Index Rate ceases to be made available to Lender during the term of this Agreement, Lender may substitute a comparable index.

If section 4(b) or 4(c) is checked, a change in the interest rate will result in an increase or decrease in the amount of each payment of interest due under this Agreement.


(d)	Interest After Maturity . Interest shall accrue on unpaid principal and interest after maturity (whether by acceleration or lapse of time) until paid ý at the stated interest rate(s) under 4(a), (b) or (c) above, as applicable, plus 0.000 percentage points ¨ at the stated interest rate of n/a %, calculated as provided in section 4(f) below.


(e)	¨ Compounding. Prior to maturity (whether by acceleration or lapse of time), unpaid and past due interest shall bear interest from its due date at the stated interest rate then in effect for this Agreement, calculated as provided in section 4(f) below.


(f)	Interest Calculation . Interest will be calculated by applying a daily interest rate for the actual number of days interest is owing, up to 365 days in a full year or 366 days in a full leap year. The daily interest rate will be calculated as follows:

[Check (1) or (2); only one shall apply.]

(1) ý 360 Day Rate Calculation . The daily interest rate will be calculated on the basis of a 360 day year, which means that it is calculated by dividing the applicable stated interest rate in section 4(a), (b) or (c), above, as applicable, and in section 4(d), above, by 360. Customer understands and agrees that calculating the daily interest rate using a 360 day year means the actual annual interest rate in a 365 day year and in a 366 day leap year is higher than the stated interest rate in section 4(a), (b) or (c), above, as applicable, and in section 4(d), above.

(2) ¨ 365 Day Rate Calculation . The daily interest rate will be calculated on the basis of a 365 day year, which means that it is calculated by dividing the applicable stated interest rate in section 4(a), (b) or (c), above, as applicable, and in section 4(d), above, by 365. Customer understands and agrees that calculating the daily interest rate using a 365 day year means the actual annual interest rate in a 366 day leap year is higher than the stated interest rate in section 4(a), (b) or (c), above, as applicable, and in section 4(d), above.


(g)	Other Charges . If any payment (other than the final payment) is not made on or before the 10th day after its due date, Lender may collect a delinquency charge of ý 5.000 % of the unpaid amount ¨ n/a . Customer agrees to pay a charge of $ 15.00 for each check or electronic debit presented for payment under this Agreement which is returned unsatisfied.

5. Payment Schedule . Customer agrees to pay to Lender the unpaid principal balance of Loans outstanding under this Agreement and accrued interest as follows:

Interest payments are due beginning November 1, 2018 and on the same day(s) of each third month thereafter, plus a final payment of the unpaid principal and interest is due on August 1, 2019.

In addition, Customer shall immediately pay any amount by which the Loans exceed the Credit Limit, any prior unpaid payments and any unpaid fees and charges. Lender is authorized to automatically charge payments due under this Agreement to any account of Customer with Lender. If payments are not automatically charged to Customer’s account, payments must be made to Lender at its address shown below and are not credited until received in Lender’s office. Lender is authorized to make book entries evidencing Loans and payments under this Agreement and the aggregate unpaid amount of all Loans as evidenced by those entries is presumptive evidence that those amounts are outstanding and unpaid to Lender. All payments shall be applied in such order as Lender elects to charges and amounts due under this Agreement.

¨ If checked here, the date final payment is due (“ Maturity Date ”) shall thereafter automatically extend from year to year for one year periods from the original Maturity Date, unless Lender gives Customer written notice to the contrary at least n/a days prior to the then current Maturity Date.

This Agreement includes the Additional Provisions on page 2. Dated as of August 1, 2018



Chippewa Valley Bank (SEAL) (Name of Lender) 607 Main Street, Bruce, WI 54819 By /s/ Rick Gerber Rick Gerber, Chief Executive Officer	Citizens Community Bancorp, Inc. (SEAL) A Maryland Corporation By /s/ Stephen M. Bianchi (SEAL) Stephen Bianchi, President & CEO By /s/ James S. Broucek (SEAL) James S. Broucek, EVP, CFO, Treasurer & Secretary (SEAL) (SEAL) 2174 Eastridge Center, Eau Claire, WI 54701

Page 1 of 2

ADDITIONAL PROVISIONS

6. Termination . Lender’s obligation to make Loans under this Agreement shall terminate, and Customer shall have no further right to obtain Loans under this Agreement, upon the first to occur of any of the following:


(a)	When full and final payment of all unpaid principal and interest is due under section 5.


(b)	¨ At any time, with or without cause, upon written notice from Lender to Customer.


(c)	Upon written notice by Lender to Customer following an event of default under section 10, or, without notice at such time that Customer becomes the subject of bankruptcy or other insolvency proceedings.


(d)	At such date and time that Lender has received and is reasonably able to react to written notice of termination from Customer. Notice of termination signed by a Customer is binding on each Customer who signs this Agreement. Customer shall continue to make payments when required under section 5.


(e)	¨ n/a

If Section 6(b) or 6(e), above, is checked, and Lender ’ s obligation to make Loans terminates as a result, then the total unpaid balance ❑ shall automatically become immediately due and payable in full ❑ may be paid when required under section 5. Termination of Lender’s obligation to make Loans under this Agreement, for whatever reason or by whichever party, does not affect Lender’s rights, powers, and privileges with regard to, nor Customer’s duties and liabilities to pay, the then existing balance due, or to perform Customer’s other obligations under this Agreement.

7. Collateral Disclaimer . ¨ Lender disclaims as collateral security for this Agreement (i) any real estate mortgage or security agreement covering real property on which any building is located in a special flood hazard area, and (ii) any mobile home located in a special flood hazard area, when such collateral security arises under a mortgage or agreement between Lender ¨ and Customer ¨ and any indorser or guarantor of this Agreement or any other person providing collateral security for Customer’s obligations; provided, however, Lender does not disclaim any such collateral security arising under a real estate mortgage or security agreement taken contemporaneously with this Agreement or real estate mortgage(s) or security agreement(s) in favor of Lender, whenever taken, from n/a

dated n/a . A special flood hazard area is an area designated as such under the National Flood Insurance Program.

8. Financial Statement . Customer shall furnish to Lender financial statements at least annually and such other financial information respecting Customer at such times and in such form as Lender may request from time to time.

9. Security Interest . Except for collateral disclaimed as security for this Agreement under section 7 of this Agreement, this Agreement is secured by all existing and future security agreements, assignments and mortgages from any Customer to Lender, from any guarantor of this Agreement to Lender, and from any other person providing collateral security for Customer’s obligations to Lender under this Agreement (each a " Security Document ” and collectively the " Security Documents ”), and payment of the Loans may be accelerated according to any of them. Unless a lien would be prohibited by law or would render a nontaxable account taxable, Customer also grants to Lender a security interest and lien in any deposit account Customer may at any time have with Lender. Lender may at any time after the occurrence of an event of default set-off any amount unpaid under this Agreement against any deposit balances or other money now or hereafter owed to Customer by Lender.

10. Default and Acceleration . Upon the occurrence of any one or more of the following events of default: (a) Customer fails to pay any amount when due under this Agreement or under any other instrument evidencing any indebtedness of Customer to Lender, (b). any information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the duties contained in this Agreement, (e) Customer, Customer’s spouse or any surety or guarantor for any of the Customer’s indebtedness under this Agreement dies, ceases to exist, becomes insolvent or the subject of bankruptcy or insolvency proceedings, (f) any guaranty of Customer’s obligations under this Agreement is revoked or becomes unenforceable for any reason, or (g) an event of default occurs under any Security Document; then, at Lender’s option, and upon written notice to Customer, Lender’s obligation to make Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay all costs of collection, before and after judgment, including, without limitation, reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code). Customer agrees to indemnify and hold harmless Lender, its officers, directors, employees and agents, for, from and against any and all claims, damages, judgments, penalties and expenses, including reasonable attorneys’ fees, arising directly or indirectly from credit extended under this Agreement or the activities of Customer. This indemnity shall survive termination of this Agreement, the repayment of all Loans and the discharge and release of any collateral for the Loans.

11. No Waiver; Remedies . No failure on the part of Lender to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise of the right or the exercise of any other right. All rights and remedies of Lender are cumulative and may be exercised from time to time together, separately, and in any order.

12. Entire Agreement; Use of Proceeds. THIS AGREEMENT AND THE SECURITY DOCUMENTS ARE INTENDED BY LENDER AND CUSTOMER AS A FINAL EXPRESSION OF THIS AGREEMENT AND AS A COMPLETE AND EXCLUSIVE STATEMENT OF ITS TERMS, THERE BEING NO CONDITIONS TO THE FULL EFFECTIVENESS OF THIS AGREEMENT EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE SECURITY DOCUMENTS, AND THIS AGREEMENT MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES TO THIS AGREEMENT. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES TO THIS AGREEMENT . Customer represents and warrants to Lender that no part of any Loan will be used for personal, family or household purposes.

13. More Than One Customer . If more than one person signs this Agreement as Customer, any Customer acting alone may request Loans under this Agreement, but each Customer is jointly and severally liable for all Loans and other obligations under this Agreement.

14. Notice . Except as otherwise provided in this Agreement, all notices required or provided for under this Agreement shall be in writing and mailed, sent or delivered, if to Customer, at any Customer’s last known address or email address as shown on the records of Lender, and if to Lender, at its address shown on page 1, or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices shall be deemed duly given when delivered by hand or courier, or three business days after being deposited in the mail (including any private mail service), postage prepaid, provided that notice to Lender pursuant to section 6 shall not be effective until received by Lender and Lender has a reasonable opportunity to act on the notice.

15. Name and Address . Customer represents that the legal name of Customer and the address of Customer’s principal residence are as set forth on page 1. Customer shall not change its legal name or address without providing at least 30 days’ prior notice of the change to Lender.

16. Venue . Customer consents that venue for any legal proceeding relating to enforcement of this Agreement shall be, at Lender’s option, the county in which Lender has its principal office in this state, the county in which Customer resides in this state, or the county in this state in which this Agreement was executed by Customer, and Customer submits to the jurisdiction of any such court.

17. Amendment . No amendment or modification of any provision of this Agreement shall in any event be effective unless it is in writing and signed by Lender and Customer. Any waiver by Lender shall be in writing and is effective only in the specific instance and for the specific purposes for which given.

18. Interpretation . Each Customer acknowledges that Lender has not made any representations or warranties with respect to, and that Lender does not assume any responsibility to Customer for, the collectibility or enforceability of this Agreement or the financial condition of any Customer. Each Customer has independently determined the collectibility and enforceability of this Agreement. The validity, construction and enforcement of this Agreement are governed by the internal laws of Wisconsin except to the extent such laws are preempted by federal law. Invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement.

19. Persons Bound . This Agreement shall be binding upon and inure to the benefit of Lender and Customer and their respective heirs, personal representatives, successors and assigns, except that Customer may not assign or transfer any of Customer’s rights under this Agreement.

20. Other Provisions . (If none stated, there are no other provisions.)

Secured by but not limited to the following collateral:

All shares of stock issued by Citizens Community Federal National Association (“CCFNA”) and held by Debtor, including without limitation 1,000,000 shares represented by stock Certificate #1 issued by CCFNA which, as of the date hereof, represents 100% of all outstanding stock of CCFNA and any re-issuance or replacement thereof.

This Business Credit Agreement is amended by the General Rider to Business Credit Agreement, dated as of the date hereof, executed by Customer and Lender.

Business Credit Agreement

Page 2 of 2

GENERAL RIDER TO BUSINESS CREDIT AGREEMENT

This General Rider to Business Credit Agreement (this "Rider") is made and entered into as of August 1, 2018 (the "Effective Date"), by and between Citizens Community Bancorp, Inc., a Maryland corporation ("Customer"), and Chippewa Valley Bank ("Lender").

WHEREAS, on the Effective Date, Customer and Lender are entering into a Business Credit Agreement (the "Credit Agreement") evidencing a line of credit in an aggregate principal amount of up to $7,500,000 (the "Loan");

WHEREAS, the obligations, liabilities and indebtedness of Customer with respect to the Loan will be secured by a security interest in certain investment property of Customer pursuant to the terms of a Collateral Pledge Agreement; and

WHEREAS, Customer and Lender wish to amend the terms and provisions of the Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by all parties, the parties do hereby agree as follows, notwithstanding any other provisions to the contrary set forth in the Credit Agreement:

1. Definitions . All capitalized terms used herein shall have the same meaning as defined in the Credit Agreement, unless otherwise defined in this Rider.

2. Amendments to Credit Agreement . The Credit Agreement is hereby amended as follows:

(a) Section 8 of the Credit Agreement is amended in its entirety to read as follows:

8. Financial Statement. Customer shall furnish to Lender financial statements at least annually and such other publically available financial information respecting Customer at such times and in such form as Lender may reasonably request from time to time. Customer shall have satisfied its requirement to deliver financial statements if such statements are publically available through https://www.ccf.us/about-us/investor-relations.html.

(b) The first sentence of Section 10 of the Credit Agreement is deleted in its entirety and replaced with the following language:

Upon the occurrence of any one or more of the following events of default: (a) Customer fails to pay any amount within 10 days after such amount is due under this Agreement or under any other instrument evidencing

39995131

any indebtedness of Customer to Lender, (b) any information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer's financial condition, (d) Customer fails to timely observe or perform any of the duties contained in this Agreement, (e) Customer, Customer's spouse or any surety or guarantor for any of the Customer's indebtedness under this Agreement dies, ceases to exist, becomes insolvent or the subject of bankruptcy or insolvency proceedings, (f) any guaranty of Customer's obligations under this Agreement is revoked or becomes unenforceable for any reason, or (g) an event of default occurs under any Security Document; then, at Lender's option, and upon written notice to Customer, Lender’s obligation to make Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Notwithstanding the foregoing, if an event of default occurs under Section 10(d), Customer shall have 10 days after notice thereof to cure such event of default, provided that Lender, in its reasonable discretion, deems such event of default curable.

(c) Section 14 of the Credit Agreement is amended to add "not to exceed 3 business days" at the end of the last sentence.

(d) The following provisions are added to the end of Section 20 of the Credit Agreement:

Waiver of Jury Trial. CUSTOMER AND LENDER HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY OTHER ACTION OF ANY PARTY.

Post-Closing Deliverables. Within 10 days of the date hereof, or such longer amount of time agreed to by Lender in writing in its sole discretion, Customer shall deliver or cause to be delivered to Lender the original Stock Certificate #1 evidencing 1,000,000 shares of stock of Citizens Community Federal National Association owned by Customer together with a blank stock power. For avoidance of doubt, the failure to provide such certificate will constitute an event of default hereunder.

3. Inconsistency. To the extent there is any inconsistency between the Credit Agreement and this Rider, this Rider shall control.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Rider as of the Effective Date and agree to be bound by all provisions of this Rider.



	CUSTOMER: CITIZENS COMMUNITY BANCORP, INC. By: /s/ Stephen Bianchi Stephen Bianchi, President & Chief Executive Officer
	LENDER: CHIPPEWA VALLEY BANK By: /s/ Rick Gerber Rick Gerber, Chief Executive Officer

Exhibit 10.2

BUSINESS NOTE Boxes checked are applicable

(Use only for business purpose loans) Boxes not checked are inapplicable

Citizens Community Bancorp, Inc.

August 1, 2018 $ 10,000,000.00

(MAKER) (DATE)

1. Promise to Pay and Payment Schedule . The undersigned (“ Maker ,” whether one or more) promises to pay to the order of
Chippewa Valley Bank (“ Lender ”) at 607 Main Street Bruce , Wisconsin, the sum of $10,000,000.00 plus interest as set forth below, according to the following schedule:

35 equal payments of principal of $277,777.78 are due on November 1, 2021 and on the same day(s) of each third month thereafter. Interest payments are due on November 1, 2018 and on the same day(s) of each third month thereafter. A final payment of the unpaid principal and interest is due on August 1, 2030.

2. Interest . Interest shall accrue before maturity (whether by acceleration or lapse of time) at the stated interest rate(s) identified in section 2(a), (b) or (c) below (each a “ stated interest rate ”), as applicable, on the unpaid principal balance, calculated as provided in section 2(g) or (h), as applicable, below:

[ Check (a), (b) or (c); only one shall apply. ]


(a)	¨ Fixed Interest Rate . n/a %


(b)	¨ Stepped Fixed Interest Rate . n/a % until n/a and n/a % thereafter.

(c)

ý Variable Interest Rate . The stated interest rate is variable and will adjust to equal the Index Rate (as defined below), ¨ plus ý minus 0.750 percentage points. However, the stated interest rate shall not exceed n/a % and shall not be less than n/a % and until the first change date described below the stated interest rate shall be 4.250 %. The stated interest rate shall be adjusted on the change dates provided below. The “ Index Rate ” is:

The highest U.S. Prime Rate as published in the Wall Street Journal “Money Table” as and when the index rate changes and becomes effective. .

The Index Rate may or may not be the lowest rate charged by Lender. The stated interest rate shall be adjusted on the following change dates:

as and when the index rate changes and becomes effective. .

If the Index Rate ceases to be made available to Lender during the term of this Note, Lender may substitute a comparable Index.

(d)

Payment Modification . If section 2(b) or (c) above is checked, an adjustment in the stated interest rate will result in an increase or decrease in (1) ý the amount of each payment of interest, (2) ¨ the amount of the final payment, (3) ¨ the number of scheduled periodic payments sufficient to repay this Note in substantially equal payments, (4) ¨ the amount of each remaining payment of principal and interest so that those remaining payments will be substantially equal and sufficient to repay this Note by its scheduled maturity date, (5) ¨ the amount of each remaining payment of principal and interest (other than the final payment) so that those remaining payments will be substantially equal and sufficient to repay this Note by its scheduled maturity date based on the original amortization schedule used by Lender, plus the final payment of principal and interest, or (6) ¨ n/a .

In addition, Lender is authorized to change the amount of periodic payments if and to the extent necessary to pay in full all accrued interest owing on this Note. Maker agrees to pay any resulting payments or amounts.

(e)

Interest After Maturity and Application of All Payments . Interest shall accrue on unpaid principal and interest after maturity (whether by acceleration or lapse of time) until paid ý at the stated interest rate(s) under section 2(a), (b) or (c) above, as applicable, plus 0.000 percentage points ¨ at the stated interest rate of n/a %, calculated as provided in section 2(g) or (h), as applicable, below. All payments applied to this Note shall be applied in such order as Lender determines to interest, principal and payments due under this Note or any agreement securing this Note.


(f)	¨ Compounding. Prior to maturity (whether by acceleration or lapse of time), unpaid and past due interest shall bear interest from its due date at the stated interest rate then in effect for this Note under Section 2(a), (b) or (c) above, as applicable, calculated as provided in section 2(g) or (h), as applicable, below.


(g)	ý Interest Calculation (Actual Days). Interest will be calculated by applying a daily interest rate for the actual number of days interest is owing, up to 365 days in a full year or 366 days in a full leap year. The daily interest rate will be calculated as follows:

[Check (1) or (2); only one shall apply.]

(1) ý 360 Day Rate Calculation . The daily interest rate will be calculated on the basis of a 360 day year, which means that it is calculated by dividing the applicable stated interest rate in section 2(a), (b) or (c), above, as applicable, and in section 2(e), above, by 360. Maker understands and agrees that calculating the daily interest rate using a 360 day year means the actual annual interest rate in a 365 day year and in a 366 day leap year is higher than the stated interest rate in section 2(a), (b) or (c), above, as applicable, and in section 2(e), above.

(2) ¨ 365 Day Rate Calculation . The daily interest rate will be calculated on the basis of a 365 day year, which means that it is calculated by dividing the applicable stated interest rate in section 2(a), (b) or (c), above, as applicable, and in section 2(e), above, by 365. Maker understands and agrees that calculating the daily interest rate using a 365 day year means the actual annual interest rate in a 366 day leap year is higher than the stated interest rate in section 2(a), (b) or (c), above, as applicable, and in section 2(e), above.


(h)	¨ Interest Calculation (30/360) . Interest will be calculated by applying the applicable stated interest rate based on a 360 day year, counting each day as one thirtieth of a month and disregarding differences in lengths of months and years.

3. Other Charges . If any payment (other than the final payment) is not made on or before the 10 ^th day after its due date, Lender may collect a delinquency charge of ý 5.000 % of the unpaid amount ¨ n/a . Maker agrees to pay a charge of $15.00 for each check or electronic debit presented for payment under this Note which is returned unsatisfied.

4. Collateral Disclaimer . ¨ Lender disclaims as collateral security for this Note (i) any real estate mortgage or security agreement covering real property on which any building is located in a special flood hazard area, and (ii) any mobile home located in a special flood hazard area, when such collateral security arises under a mortgage or agreement between Lender ¨ and Maker ¨ and any indorser or guarantor of this Note or any other person providing collateral security for Maker’s obligations; provided, however, Lender does not disclaim any such collateral security arising under a real estate mortgage or security agreement taken contemporaneously with this Note or real estate mortgage(s) or security agreement(s) in favor of Lender, whenever taken, from n/a ,

dated n/a . A special flood hazard area is an area designated as such under the National Flood Insurance Program.

5. Renewal . ¨ This Note renews and does not satisfy or discharge a note Maker executed to Lender dated n/a .

6. Prepayment . Full or partial prepayment of this Note ý is permitted at any time without penalty ¨ n/a

THIS NOTE INCLUDES ADDITIONAL PROVISIONS ON PAGE 2.

Citizens Community Bancorp, Inc.

(SEAL)

A Maryland Corporation

(Type of Organization)

By /s/ Stephen Bianchi (SEAL)

Stephen Bianchi, President & CEO

By /s/ James S. Broucek (SEAL)

James S. Broucek, EVP, CFO, Treasurer & Secretary

(SEAL)

2174 Eastridge Center Eau Claire, WI 54701

(ADDRESS)

Page 1 of 2

ADDITIONAL PROVISIONS

7. Default and Enforcement . Upon the occurrence of any one or more of the following events of default: (a) Maker fails to pay any amount when due under this Note or under any other instrument evidencing any indebtedness of Maker to Lender, (b) any representation or warranty made under this Note or information provided by Maker or any guarantor of this Note to Lender in connection with this Note is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Maker’s financial condition, (d) Maker fails to timely observe or perform any of the covenants or duties contained in this Note, (e) any guarantee of Maker’s obligations under this Note is revoked or becomes unenforceable for any reason, (f) Maker, Maker’s spouse or a surety or guarantor of this Note dies or ceases to exist, (g) an event of default occurs under any agreement securing this Note, or (h) Lender at any time believes in good faith that the prospect of payment or performance under this Note, under any other instrument evidencing any indebtedness of Maker to Lender or under any agreement securing this Note is impaired, then the unpaid balance shall, at the option of Lender, without notice, mature and become immediately payable. The unpaid balance shall automatically mature and become immediately payable in the event any Maker or any surety, indorser or guarantor for any of Maker’s obligations under this Note becomes the subject of bankruptcy or other insolvency proceedings. Lender’s receipt of any payment on this Note after the occurrence of an event of default shall not constitute a waiver of the default or the Lender’s rights and remedies upon such default. Lender may waive any default without waiving any other subsequent or prior default by Maker. Lender may also fail or delay in exercising any right, power or remedy under this Note without waiving any such right, power or remedy. Lender’s single or partial exercise of any right, power or remedy under this Note shall not preclude any other or further exercise of any right, power or remedy. To the extent not prohibited by law, Maker consents that venue for any legal proceeding relating to collection of this Note shall be, at Lender’s option, the county in which Lender has its principal office in Wisconsin, the county and state in which any Maker resides or the county and state in which this Note was executed and Maker submits to the jurisdiction of any such court.

8. Security . Except for collateral disclaimed as security for this Note under section 4 on page 1 of this Note, this Note is secured by all existing and future security agreements and mortgages between Lender and Maker, between Lender and any indorser or guarantor of this Note, and between Lender and any other person providing collateral security for Maker’s obligations, and payment may be accelerated according to any of them. Unless a lien would be prohibited by law or would render a nontaxable account taxable, Maker grants to Lender a security interest and lien in any deposit account Maker may at any time have with Lender. Lender may, at any time after an occurrence of an event of default, without notice or demand, set-off against any deposit balance or other money now or hereafter owed any Maker by Lender any amount unpaid under this Note

9. Rights of Lender . All rights and remedies of Lender are cumulative and may be exercised from time to time together, separately, and in any order. Without affecting the liability of any Maker, indorser, surety, or guarantor, Lender may, without notice, accept partial payments, release or impair any collateral security for the payment of this Note or agree not to sue any party liable on it. Lender may apply prepayments, if permitted, to such future installments as it elects. Lender may without notice to Maker apply payments made by or for Maker to any obligations of Maker to Lender. Without affecting the liability of any indorser, surety or guarantor, Lender may from time to time, without notice, renew or extend the time for payment.

10. Obligations and Agreements of Maker . The obligations under this Note of all Makers are joint and several. All Makers, indorsers, sureties, and guarantors agree to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Maker or incident to any action or proceeding involving Maker brought pursuant to the United States Bankruptcy Code) and waive presentment, protest, demand and notice of dishonor. Maker agrees to indemnify and hold harmless Lender, its directors, officers, employees and agents, for, from and against any and all claims, damages, judgments, penalties, and expenses, including reasonable attorneys’ fees, arising directly or indirectly from credit extended under this Note or the activities of Maker. This indemnity shall survive payment of this Note. Each Maker acknowledges that Lender has not made any representations or warranties with respect to, and that Lender does not assume any responsibility to Maker for, the collectability or enforceability of this Note or the financial condition of any Maker. Each Maker has independently determined the collectability and enforceability of this Note. Maker represents that the legal name of Maker and the address of Maker’s principal residence are as set forth on page 1. Maker shall not change its legal name or address without providing at least 30 days prior written notice of the change to Lender.

11. Entire Agreement. THIS NOTE IS INTENDED BY LENDER AND MAKER AS A FINAL EXPRESSION OF THIS NOTE AND AS A COMPLETE AND EXCLUSIVE STATEMENT OF ITS TERMS, THERE BEING NO CONDITIONS TO THE ENFORCEABILITY OF THIS NOTE, AND THIS NOTE MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES TO THIS NOTE. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES TO THIS NOTE. THIS NOTE MAY NOT BE SUPPLEMENTED OR MODIFIED EXCEPT IN WRITING SIGNED BY LENDER AND MAKER.

12. Interpretation . This Note benefits Lender, its successors and assigns, and binds Maker and Maker’s heirs, personal representatives, successors and assigns. The validity, construction and enforcement of this Note are governed by the internal laws of Wisconsin except to the extent such laws are preempted by federal law. Invalidity or unenforceability of any provision of this Note shall not affect the validity or enforceability of any other provisions of this Note.

13. Other Provisions . If none stated there are no other provisions.

Secured by but not limited to the following collateral:

This Business Note is amended by the General Rider to Business Note, dated as of the date hereof, executed by Maker and Lender.

Business Note

Page 2 of 2

GENERAL RIDER TO BUSINESS NOTE

This General Rider to Loan Documents ("Rider") is made and entered into as of August 1, 2018 (the "Effective Date") by and between Citizens Community Bancorp, Inc., a Maryland corporation ("Maker"), and Chippewa Valley Bank ("Lender").

WHEREAS, on the Effective Date, Maker is executing in favor of Lender a Business Note (the "Note") evidencing a loan in the original principal amount of $10,000,000 (the "Loan");

WHEREAS, the obligations, liabilities and indebtedness of Maker with respect to the Loan will be secured by a security interest in certain investment property of Maker pursuant to the terms of a Collateral Pledge Agreement; and

WHEREAS, Maker and Lender wish to amend the terms and provisions of the Note as set forth herein.

1. Definitions . All capitalized terms used herein shall have the same meaning as defined in the Note, unless otherwise defined in this Rider.

2. Amendments to Note . The Note is hereby amended as follows:

(a) The first sentence of Section 7 of the Note is deleted in its entirety and replaced with the following language:

Upon the occurrence of any one or more of the following events of default: (a) Maker fails to pay any amount within 10 days after such amount is due under this Note or under any other instrument evidencing any indebtedness of Maker to Lender, (b) any representation or warranty made under this Note or information provided by Maker or any guarantor of this Note to Lender in connection with this Note is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Maker's financial condition, (d) Maker fails to timely observe or perform any of the covenants or duties contained in this Note, (e) any guarantee of Maker's obligations under this Note is revoked or becomes unenforceable for any reason, (f) Maker, Maker's spouse or a surety or guarantor of this Note dies or ceases to exist, or (g) an event of default occurs under any agreement securing this Note, then the unpaid balance shall, at the option of Lender, without notice, mature and become immediately payable. Notwithstanding the foregoing, if an event of default occurs under Section 7(d), Customer shall have 10 days

39995139

after notice thereof to cure such event of default, provided that Lender, in its reasonable discretion, believes that such event of default is able to be cured.

(b) The fourth sentence of Section 9 of the Note is amended in its entirety to read as follows:

After an event of default as described in Section 7 above, Lender may, without notice to Maker, apply payments made by or for Maker to any obligations of Maker to Lender under this Note.

Notwithstanding the foregoing, Maker shall have no obligation to indemnify or hold harmless Lender, its directors, officers, employees or agents for events caused by any of their fraud or willful misconduct.

(d) The first sentence of Section 11 of the Note is amended in its entirety to read as follows:

THIS NOTE IS INTENDED BY LENDER AND MAKER AS A FINAL EXPRESSION OF THIS NOTE AND AS A COMPLETE AND EXCLUSIVE STATEMENT OF ITS TERMS, THERE BEING NO CONDITIONS TO THE ENFORCEABILITY OR EFFECTIVENESS OF THIS NOTE EXCEPT AS SET FORTH HEREIN, AND THIS NOTE MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES TO THIS NOTE.

(e) The following provisions are added to the end of Section 13 of the Note:

Notice. Except as otherwise provided in this Note, all notices required or provided for under this Note shall be in writing and mailed, sent or delivered, if to Maker, at Maker's last known address or email address as shown on the records of Lender, and if to Lender, at its address shown on page 1, or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices shall be deemed duly given when delivered by hand or courier, or three business days after being deposited in the mail (including any private mail service), postage prepaid.

Waiver of Jury Trial. MAKER AND LENDER HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY

39995139

ACTION OR CLAIM BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY OTHER ACTION OF ANY PARTY.

Post-Closing Deliverables. Within 10 days of the date hereof, or such longer amount of time agreed to by Lender in writing in its sole discretion, Maker shall deliver or cause to be delivered to Lender the original Stock Certificate #1 evidencing 1,000,000 shares of stock of Citizens Community Federal National Association owned by Maker together with a blank stock power. For avoidance of doubt, the failure to provide such certificate will constitute an event of default hereunder.

3. Inconsistency. To the extent there is any inconsistency between the Note and this Rider, this Rider shall control.

[Signature Page Follows]

39995139

IN WITNESS WHEREOF, the parties have executed this Rider as of the Effective Date and agree to be bound by all provisions of this Rider.



	MAKER: CITIZENS COMMUNITY BANCORP, INC. By: /s/ Stephen Bianchi Stephen Bianchi, President & Chief Executive Officer
	LENDER: CHIPPEWA VALLEY BANK By: /s/ Rick Gerber Rick Gerber, Chief Executive Officer

39995139

Exhibit 10.3

COLLATERAL PLEDGE AGREEMENT

(For Collateral in Possession or Control of Lender)

(Use only for loans (1) to organizations, (2) primarily for a business purpose, or

(3) when the amount financed exceeds $25,000.)

Dated August 1, 2018

1. COLLATERAL AND OBLIGATIONS . In consideration of any financial accommodation at any time granted by Chippewa Valley Bank
(" Lender "),

to Citizens Community Bancorp, Inc. (" Borrower "),

each of the undersigned (" Debtor ") grants to Lender a security interest in all property of any kind in which Debtor has an ownership interest and is now or hereafter in the possession or control of Lender for collateral purposes pursuant to this Agreement and in the following described property:

(IF LEFT BLANK, THERE IS NO ADDITIONAL POSSESSORY COLLATERAL)

All shares of stock issued by Citizens Community Federal National Association ("CCFNA") and held by Debtor, including without limitation 1,000,000 shares represented by stock Certificate #1 issued by CCFNA which, as of the date hereof, represents 100% of all outstanding stock of CCFNA and any re-issuance or replacement thereof.

and all proceeds of and all supporting obligations and other rights in connection with such property (" Collateral "). Listing of property in the collateral records of Lender is prima facie evidence that it is held for collateral purposes. The Collateral shall secure all debts, obligations and liabilities to Lender arising out of credit previously granted, credit contemporaneously granted and credit granted in the future by Lender to any Debtor, or any Borrower, to any of them and another, or to another guaranteed or endorsed by any of them (" Obligations "). Debtor agrees promptly to deliver to Lender any property received in exchange for or as a dividend or distribution (other than interest payments or ordinary cash dividends payable prior to the occurrence of an event of default as described in Section 12 (" Event of Default' )) on or with respect to any security constituting part of the Collateral.

2. WARRANTY OF TITLE AND PURPOSE . Each Debtor delivering or pledging any Collateral to Lender warrants that the Collateral is genuine, that the Debtor owns (or with spouse owns) the Collateral, that the Collateral is free from all liens, encumbrances, or security interests (other than Lender's security interest), that Debtor has complete authority to pledge such Collateral to Lender and agree to the terms of this Agreement, except as stated in section 19, and that the Collateral is held or acquired primarily for ¨ personal, family or household purposes ý business purposes.

3. PRESERVATION OF COLLATERAL . Lender shall use reasonable care in the custody and preservation of Collateral in its possession, but this standard does not include (a) insuring or taking any steps to collect or realize upon the Collateral or any distribution of interest or principal; (b) informing Borrower or Debtor of any decline in the value of the Collateral; (c) sending notices, performing services or taking any other action in connection with the management of the Collateral; or (d) ascertaining or informing Borrower or Debtor with respect to any maturities, calls, conversions, exchanges, offers, tenders, or similar matters relating to the Collateral, or preserving rights in it against prior parties, whether or not the Lender has or is deemed to have knowledge of it. Any requests concerning disposition of Collateral must be in writing and be received by Lender. Lender may in its sole discretion refuse to take any steps or action requested which may adversely affect the value of the Collateral. Lender may refuse to sell any Collateral even though requested in writing unless Lender is satisfied that the proposed sale plus other sums tendered by the Borrower or Debtor, if any, will pay in full all Obligations or that substitute collateral satisfactory to Lender is delivered to Lender. Lender's refusal to dispose of Collateral under these circumstances, or loss or damage to the Collateral, will not affect in any way Borrower's or Debtor's liability for the Obligations. Debtor shall, and Lender need not, keep the Collateral free from all liens, encumbrances and security interests (other than those created or expressly permitted by this Agreement); pay and discharge when due, all taxes, levies and other charges upon it and other charges incurred in the custody and preservation of the Collateral; defend it against all claims and legal proceedings by persons other than Lender, and/or preserve rights with respect to the Collateral against prior parties. At any time, upon request, Debtor shall deliver to Lender all notices, statements and other communications received by Debtor as an owner or holder of the Collateral.

4. INSURANCE . Debtor shall keep all goods evidenced by documents constituting Collateral, and Lender's interest in them, insured under policies with such provisions, for such amounts and by such insurers as shall be satisfactory to Lender and shall furnish evidence of such insurance satisfactory to Lender. Debtor assigns (and directs any insurer to pay) to Lender the proceeds of all insurance with respect to Collateral and any premium refund and authorizes Lender to indorse in the name of the Debtor any instrument for such proceeds or refunds and, at the option of Lender, to apply such proceeds and refunds to any unpaid balance of the Obligations, whether or not due, and/or to restoration of such goods, returning any excess to Debtor. Each insurance policy shall contain a standard lender's loss payable endorsement in favor of Lender, and shall provide that the policy shall not be cancelled, and the coverage shall not be reduced, without at least 10 days' prior written notice by the insurer to Lender. Lender is authorized, in the name of Debtor or otherwise, to make, adjust and/or settle claims under any credit insurance financed by Lender or any insurance on the Collateral or goods evidenced by Collateral, or cancel the same after the occurrence of an event of default.

5. MAINTENANCE OF SECURITY INTEREST . Debtor shall pay all expenses and, upon request, take any action reasonably deemed advisable by Lender to preserve the Collateral or to establish, evidence, determine and maintain priority of, perfect, continue perfected, terminate and/or enforce Lender's interest therein or rights under this Agreement, including, without limitation, executing and delivering one or more control agreements (including directing any securities intermediary to execute and deliver such a control agreement) requested by Lender for the purpose of perfecting the security interest granted by Debtor to Lender under this Agreement and any and all instruments, endorsements and documents to enable Lender to exercise the rights of a secured party with respect to the Collateral as provided in this Agreement and applicable law. Debtor authorizes Lender to file Uniform Commercial Code financing statements describing the Collateral and amendments and correction statements to such financing statements and ratifies any such financing statement or amendment filed prior to the date of this Agreement. Debtor will cooperate with Lender in obtaining control of Collateral and other security for the Obligations for which control may be required to perfect Lender's security interest under applicable law.

6. NAME AND ADDRESS . Debtor's exact legal name is as set forth below Section 7, If Debtor is an individual, Debtor separately provided to Secured Party the name of Debtor as it is indicated on Debtor's current unexpired driver's license or, if applicable for UCC financing statements, identification card issued by Debtor's state of principal residence, and the address of the Debtor's principal residence is as set forth below Section 7. If Debtor is an organization that has only one place of business, the address of Debtor's place of business, or if Debtor has more than one place of business, then the address of Debtor's chief executive office, is as set forth below Section 7. Debtor shall not change (i) Debtor's legal name, (ii) if Debtor is an individual, Debtor's name as it is indicated on Debtor's current unexpired driver's license or, if applicable for UCC financing statements, identification card issued by Debtor's state of principal residence, or (iii) Debtor's address, in each case without providing at least 30 days' prior written notice of the change to Secured Party. If Debtor is an individual, Debtor shall provide Secured Party at least 30 days' written notice of any expiration of Debtor's driver's license or, if applicable for UCC financing statements, identification card issued by Debtor's state of principal residence.

7. PERSONS BOUND AND OTHER PROVISIONS . Each person signing this Agreement is a Debtor. All Debtors are jointly and severally liable under this Agreement. This Agreement benefits Lender, its successors and assigns, and binds Debtor(s) and their respective heirs, personal representatives, successors and assigns. Debtor acknowledges receipt of a completed copy of this Agreement. THIS AGREEMENT INCLUDES THE ADDITIONAL PROVISIONS ON PAGES 2 AND 3.

Citizens Community Bancorp, Inc.

(SEAL)

DEBTOR

Corporation

(Type of Organization)

Maryland

(State of Organization)

By: /s/ James S. Broucek (SEAL)

James S. Broucek, EVP, CFO, Treasurer & Secretary


Address: 2174 Eastridge Center	By: /s/ Stephen Bianchi ____________________________________(SEAL)

Stephen Bianchi, President and CEO

Eau Claire, WI 54701 (SEAL)

(SEAL)

Page 1 of 3

ADDITIONAL PROVISIONS

8. AUTHORITY OF LENDER TO PERFORM FOR DEBTOR . Upon the occurrence of an event of default, including Debtor's failure to perform any of Debtor's duties set forth in this Agreement or in any evidence of or document relating to the Obligations, Lender is authorized, in Debtor's name or otherwise, to take such action including without limitation signing or endorsing Debtor's name or paying any amount so required, and the cost shall be one of the Obligations secured by this Agreement and shall be payable by Debtor upon demand with interest from the date of payment by Lender at the highest rate stated in any evidence of any Obligation but not in excess of the maximum rate permitted by law.

9. RIGHTS OF LENDER . Lender may at any time, before or after maturity of any of the Obligations and without notice or demand of any kind, (a) transfer any of the Collateral into its name or that of its nominee, (b) notify obligors on or issuers of any Collateral to make payment or delivery to Lender of any amounts, securities or rights due or distributable thereon or notices given in connection therewith, (c) in Debtor's name or otherwise enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral, (d) receive proceeds of the Collateral and exercise all rights as a holder of the Collateral, (e) hold any increase or profits (including money) received from the Collateral as additional security for the Obligations, and (f) sign or endorse Debtor's name on the Collateral, Further, Lender may, if the Collateral should decline in value or otherwise become unsatisfactory to it, demand from any Debtor who is also a Borrower additional Collateral satisfactory to Lender. Each such Debtor agrees to comply immediately with any such demand. Unless otherwise stated in section 19, when releasing Collateral Lender may deliver it to any Debtor.

10. RIGHTS OF DEBTOR IN COLLATERAL . If the Collateral is held by a broker or other third party subject to a control agreement executed by the broker or other third party with Lender (" Control Agreement "), Debtor may with the consent of the broker or other third party make trades of the Collateral and exercise any voting or consensual rights that Debtor may have as to any of the Collateral for any purpose which is not inconsistent with this Agreement provided that the proceeds of all trades shall remain in the account with the broker or third party subject to the Control Agreement. Upon the occurrence of an Event of Default or upon notice from Lender to the broker or other third party holding the Collateral under any Control Agreement, Debtor shall no longer have the right to make trades of the Collateral. Except for permitted trades of the Collateral, if any, Debtor shall not withdraw the Collateral from any account held by any broker or other third party subject to a Control Agreement with Lender, before or after an Event of Default.

11. ACTS NOT AFFECTING OBLIGATIONS . None of the following shall affect the liabilities of any Debtor or Borrower under this Agreement, or the Obligations, or the rights of Lender with respect to the Collateral: (a) acceptance or retention by Lender of other property or interests as security for the Obligations, or for the liability of any person other than a Debtor with respect to the Obligations; (b) the release of all or any of the Collateral or other security for any of the Obligations; (c) any release, extension, renewal, modification or compromise of any of the Obligations or the liability of any obligor thereon; or (d) failure by Lender to resort to other security or any person liable for any of the Obligations before resorting to the Collateral.

12. DEFAULT . Upon the occurrence of one or more of the following Events of Default:

(a)

Nonperformance . Any of the Obligations are not paid when due, or Borrower or Debtor, as applicable, fails to perform, or rectify breach of, any warranty or covenant or other undertaking in this Agreement or in any evidence of or document relating to the Obligations, or there is an event of default under any Control Agreement by Borrower, Debtor or the broker or other third party under the Control Agreement;


(b)	Inability to Perform . Borrower, Borrower's spouse, Debtor or a guarantor or surety of any of the Obligations dies, ceases to exist, becomes insolvent or the subject of bankruptcy or insolvency proceedings or any guaranty of the Obligations is revoked or becomes unenforceable for any reason;


(c)	Misrepresentation . Any warranty or representation made to induce Lender to extend credit under this Agreement or otherwise, is false in any material respect when made; or


(d)	Insecurity . At any time Lender believes in good faith that the prospect of payment or performance of any of the Obligations or performance under any agreement securing the Obligations is impaired;

all of the Obligations shall, at the option of Lender and without any notice or demand, become immediately payable; and Lender shall have all rights and remedies for default provided by the Wisconsin Uniform Commercial Code, as well as any other applicable law, and under any evidence of or document relating to any Obligation, and all such rights and remedies are cumulative and may be exercised from time to time together, separately, and in any order. With respect to such rights and remedies:

(e)

Exercise Debtor's Rights . Lender shall have the right, but not the obligation, to exercise and enforce any or all of Debtor's rights and remedies with respect to the Collateral, including, but not limited to, the right to demand, enforce payment of, collect and receive all dividends, interest, principal payments and other sums that are at any time owing with respect to any of the Collateral and to apply such sums to the Obligations in any manner that Lender determines;


(f)	Notice of Disposition . Written notice, when required by law, sent to any address of Debtor in this Agreement at least 10 calendar days (counting the day of sending) before the date of a proposed disposition of the Collateral is reasonable notice;

(g)

Expenses and Application of Proceeds . Debtor shall reimburse Lender for any expense incurred by Lender in protecting or enforcing its rights under this Agreement, before and after judgment, including, without limitation, reasonable attorneys' fees and legal expenses (including those incurred in successful defense or settlement of any counterclaim brought by Debtor or incident to any action or proceeding involving Debtor brought pursuant to the United States Bankruptcy Code) and all expenses of taking possession, holding, preparing for disposition, and disposing of the Collateral. After deduction of such expenses, Lender shall apply the proceeds. of disposition to the extent actually received in cash to the Obligations in such order and amounts as it elects or as otherwise required under this Agreement. If Lender sells any Collateral on credit, Debtor will be credited only with payments that the purchaser actually makes and that Lender actually receives and applies to the unpaid balance of the purchase price of the Collateral; and


(h)	Waiver . Lender may permit Debtor or Borrower to remedy any default without waiving the default so remedied, and Lender may waive any default without waiving any other subsequent or prior default by Debtor. Lender shall continue to have all of its rights and remedies under this Agreement even if it does not fully and properly exercise them on all occasions.

13. CONSUMER DEBT . Even though the Collateral may at any time secure a consumer credit transaction as defined in the Wisconsin Consumer Act (" Consumer Debt ") by reason of this or any other agreement, Lender may exercise the rights and remedies in the Collateral provided by this Agreement and the Uniform Commercial Code while any Obligation which is not Consumer Debt remains outstanding. If Lender disposes of Collateral pursuant to such rights, Lender shall hold as possessory Collateral to secure any unpaid Consumer Debt, subject to the terms of the Wisconsin Consumer Act and any separate consumer security agreement relating to the Collateral, any proceeds in excess of the amount required to satisfy the non-Consumer Debt and the expenses referred to in section 12(g) above.

14. SALE OF UNREGISTERED SECURITIES (Letter, Control or Restricted Stock) . Whenever the Lender would have the right under this Agreement to sell any Collateral which is in the form of investment securities, Debtor agrees that if, in the opinion of the Lender or its legal counsel, sales of such securities by the Lender or the Debtor without registration of the securities under the Securities Act of 1933 (the " Act ") might, unless accomplished by one or more of the methods described in subsections (a), (b) or (c) below, constitute either the Lender or the Debtor an "underwriter", as that term is defined in section 2(11) of the Act, it shall be commercially reasonable for the Lender without registration to:


(a)	sell all or part of the securities in compliance with Rule 144 or Regulation A under the Act as then in effect, or pursuant to any other rules, or regulations under the Act then in effect, compliance with which would make applicable to the sale the exemptions provided pursuant to sections 3(b) or 4(1) of the Act; or


(b)	sell all or part of the securities in an intrastate public offering within the meaning of section 3(a)(11) of the Act; or


(c)	sell all or part of the securities in one or more private transactions not involving any public offering in order to secure the exemption provided in section 4(1) of the Act, if:


(i)	the securities are sold for cash to the highest bidder after offers to purchase have been received from at least two offerors;


(ii)	the Lender has reasonable grounds to believe and does believe that each such offeror has sufficient financial resources to enable him to purchase the securities offered and that the offer was made in good faith;


(iii)	each such offeror was informed, prior to the time he made his offer to purchase, that offers to purchase the securities were also being solicited from others; and


(iv)	the Lender has, for at least 30 days prior to the sale, solicited offers to purchase the securities within the restrictions imposed by federal or state securities laws.

Nothing in this section shall prevent the Lender from making any other commercially reasonable disposition of the securities, and no sale of such securities shall be commercially unreasonable solely because it was not made in compliance with this section.

15. IRREVOCABLE PROXY ON DEFAULT . In addition to Lender's other rights, each Debtor irrevocably appoints Lender as proxy, with full power of substitution and revocation, upon the occurrence of any event of default to exercise Debtor's rights to attend meetings, vote, consent to and/or take any action respecting the Collateral or an issuer thereof as fully as Debtor might do. This proxy remains effective so long as any of the Obligations are unpaid.

16. CHARGING DEBTOR'S CREDIT BALANCE . Unless a lien would be prohibited by law or render a nontaxable account taxable, Debtor grants Lender, as further security for the Obligations, a security interest and lien in any deposit account Debtor may at any time have with Lender and other money now or hereafter owed Debtor by Lender and, in addition, agrees that Lender may, at any time after the occurrence of an event of default, without prior notice or demand, set-off all or any part of the unpaid balance of the Obligations against any deposit balances or other money now or hereafter owed Debtor by Lender.

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17. WAIVER AND CONSENT . Each Debtor who is not also a Borrower expressly consents to and waives notice of the following by Lender without affecting the liability of any such Debtor: (a) the creation of any present or future Obligation, default under any Obligation, proceedings to collect from any Borrower or anyone else, (b) any surrender, release, impairment, sale or other disposition of any security or collateral for the Obligations, (c) any release or agreement not to sue any guarantor or surety of the Obligations, (d) any failure to perfect a security interest in or realize upon any security or collateral for the Obligations, (e) any failure to realize upon any of the Obligations or to proceed against any Borrower or any guarantor or surety, (f) any renewal or extension of the time of payment, (g) any allocation and application of payments and credits and acceptance of partial payments, (h) any application of the proceeds of disposition of any collateral for the Obligations to any obligation of any Debtor or Borrower secured by such collateral in such order and amounts as it elects, (i) any determination of what, if anything, may at any time be done with reference to any security or collateral, and (j) any settlement or compromise of the amount due or owing or claimed to be due or owing from any Borrower, guarantor or surety.

18. INTERPRETATION . The validity, construction and enforcement of this Agreement are governed by the internal laws of Wisconsin. All terms not otherwise defined have the meanings assigned to them by the Wisconsin Uniform Commercial Code, provided, however, that the term "instrument" shall be such term as defined in the Wisconsin Uniform Commercial Code-Secured Transactions Chapter 409. All references in this Agreement to sections of the Wisconsin Statutes are to those sections as they may be renumbered from time to time. This Agreement is intended by Debtor and Lender as a final expression of this Agreement and as a complete and exclusive statement of its terms, there being no conditions to the enforceability of this Agreement. This Agreement may not be supplemented or modified except in writing and upon the prior written consent of Lender. Unless otherwise required by law, invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions.

19. OTHER PROVISIONS . (If no other provisions are stated below, there are no other provisions.)

This Collateral Pledge Agreement is amended by the General Rider to Collateral Pledge Agreement, dated as of the date hereof, executed by Debtor and Lender.

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GENERAL RIDER TO COLLATERAL PLEDGE AGREEMENT

This General Rider to Collateral Pledge Agreement (this "Rider") is made and entered into as of August 1, 2018 (the "Effective Date") by and between Citizens Community Bancorp, Inc., a Maryland corporation ("Borrower"), and Chippewa Valley Bank ("Lender").

WHEREAS, Borrower is, on the Effective Date, executing (i) a Business Note evidencing a loan in the original principal amount of $10,000,000 in favor of Lender (the "Term Loan"), (ii) a Business Credit Agreement between Borrower and Lender evidencing a line of credit in an aggregate principal amount of up to $7,500,000 (the "Revolving Loan"), (iii) a Collateral Pledge Agreement by the Borrower in favor of the Lender (the "Pledge Agreement") and (iv) other loan documents related to the Term Loan and the Revolving Loan and all dated as of the Effective Date; and

WHEREAS, Borrowers and Lender wish to amend the terms and provisions of the Pledge Agreement as set forth herein.

1. Definitions . All capitalized terms used herein shall have the same meaning as defined in the Pledge Agreement, unless otherwise defined in this Rider.

2. Amendments to Pledge Agreement . The Pledge Agreement is hereby amended as follows:

(a) The first sentence of Section 9 of the Pledge Agreement is amended in its entirety to read as follows:

Lender may, upon an Event of Default as described in Section 12 below, without notice or demand of any kind, (a) transfer any of the Collateral into its name or that of its nominee, (b) notify obligors on or issuers of any Collateral to make payment or delivery to Lender of any amounts, securities or rights due or distributable thereon or notices given in connection therewith, (c) in Debtor's name or otherwise enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral, (d) receive proceeds of the Collateral and exercise all rights as a holder of the Collateral, (e) hold any increase or profits (including money) received from the Collateral as additional security for the Obligations, and (f) sign or endorse Debtor's name on the Collateral.

(b) Section 12(a) of the Pledge Agreement is amended in its entirety to read as follows:

(a) Nonperformance. (i) Any of the Obligations are not paid by the 10th day after such payment is due, or (ii) Borrower or Debtor, as applicable, fails to perform, or rectify breach of, any warranty or covenant or other undertaking in this Agreement or in any evidence of or document relating to the Obligations, or there is an event of default under any Control Agreement by Borrower, Debtor or the broker or other third party under the Control Agreement, in each case under this clause (ii) within 10 days after notice thereof by Lender to Debtor to cure such event of default, provided that Lender, in its reasonable discretion, believes that such event of default is able to be cured;

(d) Issuance of Securities . Citizens Community Federal National Association issues any additional shares, unless such shares are delivered to Lender within ten business days or such issuance is otherwise previously agreed to by Lender in writing.

(d) The following provisions are added to the end of Section 19 of the Pledge Agreement:

Notice. Except as otherwise provided in this Agreement, all notices required or provided for under this Agreement shall be in writing and mailed, sent or delivered, if to Debtor, at Debtor's last known address or email address as shown on the records of Lender, and if to Lender, at its last known address or email address as shown on the records of Debtor, or, as to each party, at such other address as shall be designated by such party in a written

notice to the other party. All such notices shall be deemed duly given when delivered by hand or courier, or three business days after being deposited in the mail (including any private mail service), postage prepaid.

Waiver of Jury Trial. DEBTOR AND LENDER HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY OTHER ACTION OF ANY PARTY.

Termination. Unless otherwise agreed to in writing by Debtor and Lender, this Agreement will be terminated upon (i) termination of Lender's obligations to make loans under the Business Credit Agreement, dated as of the date hereof, by and between Debtor and Lender and repayment of all loans outstanding thereunder and (ii) payment in full of all amounts payable under the Business Note, dated as of the date hereof, executed by Debtor in favor of Lender and (iii) payment of all other indebtedness and obligations owed by Debtor under such agreements or instruments or hereunder.

3. Inconsistency. To the extent there is any inconsistency between the Pledge Agreement and this Rider, this Rider shall control.

IN WITNESS WHEREOF, the parties have executed this Rider as of the Effective Date and agree to be bound by all provisions of this Rider.



	BORROWER: CITIZENS COMMUNITY BANCORP, INC. By: /s/ Stephen Bianchi Stephen Bianchi, President & Chief Executive Officer
	LENDER: CHIPPEWA VALLEY BANK By: /s/ Rick Gerber Rick Gerber, Chief Executive Officer