On December 1, 2023, Community Bank (the ?Bank?), the wholly owned subsidiary of CB Financial Services, Inc. (the ?Company?), and Exchange Underwriters, Inc. (?Exchange Underwriters?), the full-service independent insurance agency subsidiary of the Bank, entered into an Asset Purchase Agreement (the ?Purchase Agreement?) with World Insurance Associates, LLC (?World?) and John H. Montgomery, in his capacity as the Selling Parties? Earn-out Payment Representative, pursuant to which Exchange Underwriters will sell substantially all of its assets to World for a purchase price of $30.5 million cash purchase price plus possible additional earn-out payments (the ?Transaction?). In connection with the execution of the Purchase Agreement, the Bank, Exchange Underwriters and Richard B. Boyer, President of Exchange Underwriters, entered into a Settlement and Release Agreement, dated as of December 1, 2023 (?Settlement Agreement?).

The Settlement Agreement provides that the Employment Agreement, dated as of April 14, 2014 by and among the Bank, Exchange Underwriters and Mr. Boyer, will terminate on the closing date of the Transaction, and Mr. Boyer will no longer be entitled to any payments or benefits under such agreement. Additionally, under the Settlement Agreement, Mr. Boyer will resign as a director of each of the Company, the Bank and Exchange Underwriters as of the closing date of the Transaction.