Common use of 2Capitalization Clause in Contracts

2Capitalization. (a) The authorized capital stock of KTYB consists of 20,000,000 shares of KTYB Common Stock, and 300,000 shares of preferred stock, no par value (“KTYB Preferred”). As of the date of this Agreement, there were (i) 5,961,376 shares of KTYB Common Stock issued and outstanding, which number includes 55,055 shares of KTYB Common Stock granted in respect of outstanding and unvested KTYB Restricted Stock Awards, (ii) no shares of KTYB Preferred issued and outstanding, and (iii) 256,678 shares of KTYB Common Stock reserved for issuance pursuant to future grants of KTYB Restricted Stock Awards. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KTYB issued, reserved for issuance or outstanding. At the Effective Time, there will be no more than 5,961,376 shares of KTYB capital stock entitled to receive the Merger Consideration. (b) All of the issued and outstanding shares of KTYB Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of KTYB may vote. Except for the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Debentures”) relating to the Indenture, dated August 28, 2003 (the “Indenture”), between KTYB and U.S. Bank National Association, as Trustee, no trust preferred or subordinated debt securities of KTYB or any KTYB Subsidiary are issued or outstanding. Except for any ungranted and unissued KTYB Restricted Stock Awards, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating KTYB to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities, and there are no other equity based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of KTYB or any KTYB Subsidiaries) outstanding. Except for the KTYB Support Agreements, there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of KTYB Common Stock or other equity interests of KTYB. No KTYB Subsidiary owns any shares of capital stock of KTYB. (c) The authorized capital stock of KY Bank consists of 1,000 shares of common stock, no par value, of KY Bank (the “KY Bank Common Stock”). As of the date of this Agreement, there were 1,000 shares of KY Bank Common Stock issued and outstanding, and 100% of the issued and outstanding shares of KY Bank Common Stock are directly owned by KTYB. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KY Bank issued, reserved for issuance or outstanding. All of the issued and outstanding shares of KY Bank Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. (d) Without limitation of the provisions of Section 3.2(c) above with respect to KY Bank, KTYB owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the KTYB Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of the owned shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No KTYB Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of the Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the Subsidiary.

2Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of KTYB SYBT consists of 20,000,000 40,000,000 shares of KTYB SYBT Common Stock, Stock and 300,000 1,000,000 shares of preferred stock, no par value (“KTYB PreferredSYBT Preferred Stock”). As of the date of this Agreement, Agreement there were (i) 5,961,376 22,692,362 shares of KTYB SYBT Common Stock issued and outstanding, which number includes 55,055 shares of KTYB Common Stock granted in respect of outstanding and unvested KTYB Restricted Stock Awards, (ii) no shares of KTYB SYBT Preferred Stock issued and outstanding, and (iii) 256,678 435,156 shares of KTYB SYBT Common Stock reserved for issuance pursuant to future grants of KTYB Restricted Stock Awardsunder SYBT’s 2015 Omnibus Equity Compensation Plan (the “SYBT Equity Plan”). As of the date of this Agreement, except as set forth in the immediately preceding sentencesentence and for shares of SYBT Common Stock reserved for issuance in connection with the transactions contemplated by this Agreement, there are no other shares of capital stock or other voting securities of KTYB SYBT issued, reserved for issuance or outstanding. At the Effective Time, there will be no more than 5,961,376 shares of KTYB capital stock entitled to receive the Merger Consideration. (b) All of the issued and outstanding shares of KTYB SYBT Common Stock and Merger Subsidiary Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of KTYB SYBT or of Merger Subsidiary may vote. Except for Other than under the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Debentures”) relating to the Indenture, dated August 28, 2003 (the “Indenture”), between KTYB and U.S. Bank National AssociationSYBT Equity Plan, as Trustee, no trust preferred or subordinated debt securities of KTYB or any KTYB Subsidiary are issued or outstanding. Except for any ungranted and unissued KTYB Restricted Stock Awards, the date of this Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating KTYB SYBT or Merger Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities, and there are no other equity based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of KTYB or any KTYB Subsidiaries) outstanding. Except for the KTYB Support Agreements, there There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of KTYB SYBT Common Stock, Merger Subsidiary Common Stock or other equity interests of KTYB. No KTYB Subsidiary owns any shares of capital stock of KTYBSYBT or Merger Subsidiary. (c) The authorized capital stock of KY Bank consists of 1,000 shares of common stock, no par value, of KY Bank (the “KY Bank Common Stock”). As of the date of this Agreement, there were 1,000 shares of KY Bank Common Stock issued and outstanding, and 100% of the issued and outstanding shares of KY Bank Common Stock are directly owned by KTYB. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KY Bank issued, reserved for issuance or outstanding. All of the issued and outstanding shares of KY Bank Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. (d) Without limitation of the provisions of Section 3.2(c) above with respect to KY Bank, KTYB SYBT owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the KTYB SYBT Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of the owned shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No KTYB SYBT Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of the a SYBT Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the such Subsidiary. (d) All of the issued and outstanding capital stock of Merger Subsidiary is, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, the Merger and the other transactions contemplated hereby.

2Capitalization. (a) The authorized capital stock of KTYB consists of 20,000,000 the Company consists, immediately prior to the Closing, of: (i) Not less than 100,000,000 shares of KTYB common stock, $0.0001 par value per share (the “Common Stock, and 300,000 shares of preferred stock, no par value (“KTYB Preferred”). As of the date Rollover and Sale Closing, all of this Agreement, there were (i) 5,961,376 the outstanding shares of KTYB Common Stock will have been duly authorized, will be fully paid and nonassessable and will have been issued in compliance with all applicable federal and outstanding, which number includes 55,055 shares of KTYB state securities laws. Parent holds no Common Stock granted in respect of outstanding and unvested KTYB Restricted Stock Awards, its treasury. (ii) no Not more than 155,000 shares of KTYB Preferred Stock, $0.0001 par value per share (the “Preferred Stock”), all of which have been designated as “Series A Preferred Stock,” none of which are issued and outstandingoutstanding immediately prior to the Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the Delaware General Corporation Law. The Company holds no Preferred Stock in its treasury. (iiib) 256,678 shares The issued and outstanding Equity Interests of KTYB Common Stock reserved for issuance pursuant to future grants the Company, the holder of KTYB Restricted Stock Awards. As such Equity Interests and the number and class of such interests as of the date of this Agreement are set forth on Subsection 2.2(b) of the Disclosure Schedule. Except for the conversion privileges of the shares of Series A Preferred Stock to be issued under this Agreement and the Contribution Agreement, except as set forth in and the immediately preceding sentenceCompany’s obligation to consummate the Common Equity Investment, there are no other outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company, or for the Company to issue, any shares of capital Common Stock or Preferred Stock, or any Equity Interests. There are no outstanding obligations of the Company (contingent or otherwise) to repurchase, redeem or otherwise acquire, directly or indirectly, any Equity Interests of the Company. The Company is not subject to, and no Person has any right to and, to the Company’s knowledge, there is no condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a valid claim by any Person to the effect that such Person is entitled to acquire any Equity Interests of the Company. There are no outstanding stock-appreciation rights, stock-based performance units, “phantom” stock rights or other voting securities similar contracts or obligations of KTYB issued, reserved for issuance any character (contingent or outstanding. At the Effective Time, there will otherwise) pursuant to which any Person is or may be no more than 5,961,376 shares of KTYB capital stock entitled to receive any payment or other value based on the Merger Consideration. (b) All revenues, earnings or financial performance, equity value or other attribute of the issued and outstanding shares of KTYB Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereofCompany. There are no bonds, debentures, notes or other indebtedness that have of the Company outstanding having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders any stockholders of KTYB the Company may vote. Except for the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Debentures”) relating to the Indenture, dated August 28, 2003 (the “Indenture”), between KTYB and U.S. Bank National Association, as Trustee, no trust preferred or subordinated debt securities of KTYB or any KTYB Subsidiary are issued or outstanding. Except for any ungranted and unissued KTYB Restricted Stock Awards, there There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable declared or convertible securities accrued but unpaid dividends or other commitments or agreements obligating KTYB to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities, and there are no other equity based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of KTYB or any KTYB Subsidiaries) outstanding. Except for the KTYB Support Agreements, there are no voting trusts, shareholder agreements, proxies or other agreements in effect distributions with respect to the voting or transfer of KTYB Common Stock or other equity interests of KTYB. No KTYB Subsidiary owns any shares of capital stock of KTYB. (c) The authorized capital stock of KY Bank consists of 1,000 shares of common stock, no par value, of KY Bank (the “KY Bank Common Stock”). As Equity Interests of the date of this Agreement, Company and there were 1,000 shares of KY Bank Common Stock issued is no liability for distributions accrued and outstanding, and 100% of unpaid by the issued and outstanding shares of KY Bank Common Stock are directly owned by KTYB. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KY Bank issued, reserved for issuance or outstanding. All of the issued and outstanding shares of KY Bank Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereofCompany. (d) Without limitation of the provisions of Section 3.2(c) above with respect to KY Bank, KTYB owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the KTYB Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of the owned shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No KTYB Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of the Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the Subsidiary.

2Capitalization. (a) The As of the date hereof, the authorized capital stock of KTYB Seller consists exclusively of 20,000,000 5,000,000 shares of KTYB Common Stock, and 300,000 shares of preferred common stock, no $0.01 par value (“KTYB Preferred”). As per share, of which as of the date of this Agreement, there were (i) 5,961,376 hereof 2,561,600 shares are issued and 1,745,258 shares are voting and 601,657 shares of KTYB Common Stock issued and non-voting are outstanding, which number includes 55,055 shares of KTYB Common Stock granted in respect of outstanding and unvested KTYB Restricted Stock Awards, (ii) no shares of KTYB Preferred issued and outstanding, and (iii) 256,678 shares of KTYB Common Stock reserved for issuance pursuant to future grants of KTYB Restricted Stock Awards. As of the date of this Agreement, except Except as set forth in Section 3.2 of the immediately preceding sentenceSeller Disclosure Schedule, there are no other Seller does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock Seller Common Stock or any other equity securities of Seller or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of Seller Common Stock or other voting equity securities of KTYB issued, reserved for issuance Seller or outstandingany of its Subsidiaries. At the Effective Time, there will be no more than 5,961,376 shares of KTYB capital stock entitled to receive the Merger Consideration. (b) All of the issued and The outstanding shares of KTYB Seller Common Stock have been are duly authorized and validly issued and are outstanding, fully paidpaid and nonassessable, nonassessable and, except as Previously Disclosed, subject to no preemptive rights (and free were not, and will not be, issued in violation of any preemptive rights, with no personal liability attaching to the ownership thereof). There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of KTYB Seller may vote. Except for There are no obligations of Seller or CB pursuant to which Seller or CB is or could be required pursuant to the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 terms thereof to register any of its securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Debentures”) relating to the Indenture, dated August 28, 2003 (the “IndentureSecurities Act”), between KTYB and U.S. Bank National Association, . Except as Trustee, set forth in Section 3.2 of the Seller Disclosure Schedule no trust preferred or subordinated debt securities of KTYB Seller or any KTYB Subsidiary CB are issued or outstanding. Except for any ungranted and unissued KTYB Restricted Stock Awardsas set forth in Section 3.2 of the Seller Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating KTYB Seller to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities, and there are no other equity based awards (including any cash awards where the amount shares of payment is determined in whole or in part based on the price of any capital stock of KTYB Seller Common Stock or any KTYB Subsidiaries) outstandingother of its securities. Except for the KTYB Support Agreements, there There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of KTYB Seller Common Stock or other equity interests of KTYB. No KTYB Subsidiary owns any shares of capital stock of KTYB. (c) The authorized capital stock of KY Bank consists of 1,000 shares of common stock, no par value, of KY Bank (the “KY Bank Common Stock”)to which Seller is a party. As of the date of this Agreementhereof, there were 1,000 shares of KY Bank Common Seller has entered into Stock issued and outstanding, and 100% of Option Award Agreements under the issued and outstanding shares of KY Bank Common Stock are directly owned by KTYB. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KY Bank issued, reserved for issuance or outstanding. All of the issued and outstanding shares of KY Bank Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. (d) Without limitation of the provisions of Section 3.2(c) above Option Plan with respect to KY Bank, KTYB owns, directly or indirectly, all 125,000 shares of Seller Common Stock. Section 3.2 of the issued Seller Disclosure Schedule further sets forth all outstanding Options and outstanding the name of each holder, the number of shares of capital stock or other equity ownership interests Seller Common Stock subject to outstanding Options, the vesting dates, grant dates, expiration dates and exercise prices for all outstanding Options; as well as all outstanding Restricted Shares and the name of each holder, the number of Restricted Shares, the KTYB Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”)vesting dates, and all of the owned shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No KTYB Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of the Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the Subsidiarygrant dates.

2Capitalization. (a) The authorized capital stock of KTYB Norwood consists of 20,000,000 shares of KTYB ▇▇▇▇▇▇▇ Common Stock, par value $0.10 per share, of which, as of the date hereof, 9,490,505 are issued and 300,000 outstanding and 229,983 shares are held in the treasury of ▇▇▇▇▇▇▇ and 5,000,000 shares of preferred stock, no par value (“KTYB Preferred”). As value, of the date of this Agreement, there were (i) 5,961,376 which no shares of KTYB Common Stock are issued and outstanding, which number includes 55,055 shares of KTYB Common Stock granted in respect of outstanding and unvested KTYB Restricted Stock Awards, (ii) no shares of KTYB Preferred issued and outstanding, and (iii) 256,678 shares of KTYB Common Stock reserved for issuance pursuant to future grants of KTYB Restricted Stock Awards. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KTYB issued, reserved for issuance or outstanding. At the Effective Time, there will be no more than 5,961,376 shares of KTYB capital stock entitled to receive the Merger Consideration. (b) All of the issued and outstanding shares of KTYB Norwood Common Stock have been duly authorized and validly issued and all such shares are fully paidpaid and non-assessable, nonassessable and free subject to no preemptive rights and were not issued in violation of any preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of KTYB may vote. Except for the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Debentures”) relating to the Indenture, dated August 28, 2003 (the “Indenture”as set forth in Norwood Disclosure Schedule 4.2(a), between KTYB and U.S. Bank National Association, as Trustee, no trust preferred or subordinated debt securities of KTYB or any KTYB Subsidiary are issued or outstanding. Except for any ungranted and unissued KTYB Restricted Stock Awards, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities commitments or other commitments rights or agreements obligating KTYB instruments to issue, transfer, sell, purchase, redeem purchase or otherwise acquire, any such securities, and there are no other equity based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of KTYB or any KTYB Subsidiaries) outstanding. Except for the KTYB Support Agreements, there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of KTYB Common Stock or other equity interests of KTYB. No KTYB Subsidiary owns acquire any shares of capital stock of KTYBNorwood at the date hereof. (cb) The authorized capital stock of KY Bank consists of 1,000 shares of common stock, no par value, of KY Bank (the “KY Bank Common Stock”). As of the date of this Agreement, there were 1,000 shares of KY Bank Common Stock issued and outstanding, and 100% of the issued and outstanding shares of KY Bank Common Stock are directly owned by KTYB. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KY Bank issued, reserved for issuance or outstanding. All of the issued and outstanding shares of KY Bank Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. (d) Without limitation of the provisions of Section 3.2(c) above with respect to KY Bank, KTYB Norwood owns, directly directly, or indirectly, all of the issued and outstanding shares of capital stock or of Wayne and the other equity ownership interests of each of the KTYB ▇▇▇▇▇▇▇ Subsidiaries, free and clear of any liens, security interests, pledges, charges, encumbrances encumbrances, agreements and security interests whatsoever (“Liens”), and all restrictions of any kind or nature. All the owned shares equity securities of each ▇▇▇▇▇▇▇ Subsidiary held by ▇▇▇▇▇▇▇ or equity ownership interests are a ▇▇▇▇▇▇▇ Subsidiary have been duly authorized and are validly issued and outstanding, fully paid and nonassessable. There are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No KTYB Subsidiary has or is bound by any outstanding subscriptions, options, warrantscommitments, calls, rights, commitments calls or other agreements of any character calling for outstanding with respect to the purchase or issuance of any shares of capital stock of ▇▇▇▇▇ or any other ▇▇▇▇▇▇▇ Subsidiary. Except for the Norwood Subsidiaries, Norwood does not possess, directly or indirectly, any material equity security interest in any entity, except for equity interests in Wayne’s investment portfolio. (c) The shares of ▇▇▇▇▇▇▇ Common Stock to be issued in exchange for shares of Bankshares Common Stock upon consummation of the Subsidiary or any securities representing Merger in accordance with this Agreement, have been duly authorized and, when issued in accordance with the right terms of this Agreement, will be validly issued, fully paid and non-assessable and subject to purchase or otherwise receive any shares of capital stock or any other equity security of the Subsidiary.no preemptive rights. ​

2Capitalization. (a) The authorized capital stock of KTYB Company consists of 20,000,000 12,000,000 shares of KTYB Company Common Stock, and 300,000 shares of preferred stock, no $0.001 par value (“KTYB Preferred”)value. As of the date of this Agreement, there were are (i) 5,961,376 10,831,644 shares of KTYB Company Common Stock issued and outstanding, which number includes 55,055 no shares of KTYB Company Common Stock granted in respect of outstanding and unvested KTYB Restricted Stock Company Equity Awards, (ii) no shares of KTYB Preferred issued and outstandingCompany Common Stock held in treasury, and (iii) 256,678 no shares of KTYB Company Common Stock reserved for issuance pursuant upon the exercise of Company Stock Options or related to future grants of KTYB Restricted Company Equity Awards, (v) no outstanding Company Stock Options or Company Equity Awards. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are (vi) no other shares of capital stock or other voting securities of KTYB Company issued, reserved for issuance or outstanding. At the Effective Time, there will be no more than 5,961,376 shares of KTYB capital stock entitled to receive the Merger Consideration. (b) All of the issued and outstanding shares of KTYB Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders stockholders of KTYB Company may vote. Except for No Company Benefit Plan that is intended to be qualified under Section 401(a) of the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (Code owns or holds Company Common Stock. Other than as set forth on Section 6.18 of the “Debentures”) relating to the IndentureCompany Disclosure Schedule, dated August 28, 2003 (the “Indenture”), between KTYB and U.S. Bank National Association, as Trustee, there are no trust preferred or subordinated debt securities of KTYB or any KTYB Subsidiary Company that are issued or outstanding. Except for any ungranted and unissued KTYB Restricted Stock Awards, As of the date of this Agreement (i) there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating KTYB Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securitiessecurities and (ii) except for the Community Bancorporation 2011 Stock Plan, and there are no contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value of or price of, Company Common Stock or other equity interests of the Company. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Company Common Stock or other equity interests of Company, other than the Voting and Support Agreements. All grants of Company Equity Awards were validly issued and properly approved by the Board of Directors of the Company (or a committee thereof) in accordance with the applicable Company Stock Plan and applicable law, in each case in all material respects. All Company Stock Options have been granted having a per share exercise price at least equal to the fair market value of the underlying Company Common Stock on the date such Company Stock Option was granted, and have not otherwise been modified within the meaning of Section 409A of the Code and associated Treasury Department guidance. Section 3.2(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all Company Equity Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (A) the name of each holder, (B) the number of shares subject to each such Company Equity Award, (C) the grant date of each such Company Equity Award, (D) the Company Stock Plan under which such Company Equity Award was granted, (E) the exercise price for each such Company Equity Award that is a Company Stock Option, and (F) the expiration date for each such Company Equity Award that is a Company Stock Option. Other than the Company Equity Awards, no equity-based awards (including any cash awards where the ​ ​ amount of payment is determined in whole or in part based on the price of any capital stock of KTYB Company or any KTYB of its Subsidiaries) are outstanding. Except for the KTYB Support Agreements, there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of KTYB Common Stock or other equity interests of KTYB. No KTYB Subsidiary owns any shares of capital stock of KTYB. (cb) The authorized capital stock of KY Bank consists of 1,000 shares of common stock, no par value, of KY Bank (the “KY Bank Common Stock”). As of the date of this Agreement, there were 1,000 shares of KY Bank Common Stock issued and outstanding, and 100% of the issued and outstanding shares of KY Bank Common Stock are directly owned by KTYB. As of the date of this Agreement, except Except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KY Bank issued, reserved for issuance or outstanding. All on Section 3.2(b) of the issued and outstanding shares of KY Bank Common Stock have been duly authorized and validly issued and are fully paidCompany Disclosure Schedules, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. (d) Without limitation of the provisions of Section 3.2(c) above with respect to KY Bank, KTYB Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the KTYB Company Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of the owned such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § §55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No KTYB Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of the such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the such Subsidiary.

2Capitalization. (a) The As of immediately prior to the Effective Time, but prior to giving effect to the issuance of the Merger Shares, the Private Placement Offering and the Share Contribution, the authorized capital stock of KTYB consists the Parent will consist of 20,000,000 500,000,000 shares of KTYB Parent Common Stock, and 300,000 shares of preferred stock, no $0.001 par value (“KTYB Preferred”). As per share, of the date of this Agreement, there were (i) 5,961,376 which 179,208,000 shares of KTYB Common Stock issued and outstanding, which number includes 55,055 shares of KTYB Common Stock granted in respect of outstanding and unvested KTYB Restricted Stock Awards, (ii) no shares of KTYB Preferred will be issued and outstanding, and (iii) 256,678 5,000,000 shares of KTYB Parent Preferred Stock, of which 1,000,000 shares will be outstanding . The Parent Common Stock reserved is presently eligible for issuance pursuant to future grants of KTYB Restricted Stock Awards. As of quotation and trading on the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KTYB issued, reserved for issuance or outstanding. At the Effective Time, there will be no more than 5,961,376 shares of KTYB capital stock entitled to receive the Merger Consideration. OTC Markets Group Inc. (b) All of the issued and outstanding shares of KTYB Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of KTYB may vote. Except for the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “DebenturesOTC Markets”) relating and is not subject to the Indenture, dated August 28, 2003 (the “Indenture”), between KTYB and U.S. Bank National Association, as Trustee, no trust preferred any notice of suspension or subordinated debt securities of KTYB or any KTYB Subsidiary are issued or outstanding. Except for any ungranted and unissued KTYB Restricted Stock Awards, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating KTYB to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities, and there are no other equity based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of KTYB or any KTYB Subsidiaries) outstanding. Except for the KTYB Support Agreements, there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of KTYB Common Stock or other equity interests of KTYB. No KTYB Subsidiary owns any shares of capital stock of KTYB. (c) The authorized capital stock of KY Bank consists of 1,000 shares of common stock, no par value, of KY Bank (the “KY Bank Common Stock”). As of the date of this Agreement, there were 1,000 shares of KY Bank Common Stock issued and outstanding, and 100% of the issued and outstanding shares of KY Bank Common Stock are directly owned by KTYB. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KY Bank issued, reserved for issuance or outstandingdelisting. All of the issued and outstanding shares of KY Bank Parent Common Stock have been and Parent Preferred Stock are duly authorized and authorized, validly issued and are issued, fully paid, nonassessable and free of all preemptive rights and have been issued in accordance with applicable laws, including, but not limited to, the Securities Act. Except as contemplated by the Transaction Documentation or as described in Section 3.2 of the Parent Disclosure Schedule, there are no outstanding or authorized options, warrants, convertible notes, rights, with agreements or commitments to which the Parent is a party or which are binding upon the Parent providing for the issuance or redemption of any of its capital stock. There are no personal liability attaching to the ownership thereof. (d) Without limitation of the provisions of Section 3.2(c) above outstanding or authorized stock appreciation, phantom stock or similar rights with respect to KY Bankthe Parent. Except as contemplated by the Transaction Documentation, KTYB ownsthere are no agreements to which the Parent is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), directly registration under the Securities Act, or indirectlysale or transfer (including without limitation agreements relating to pre-emptive rights, all rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Parent. There are no agreements among other parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Parent. All of the issued and outstanding shares of capital stock or other equity ownership interests of each Parent Common Stock and Parent Preferred Stock were issued in compliance in all material respects with applicable federal and state securities laws. The Merger Shares to be issued at the Closing pursuant to Section 1.5 hereof, when issued and delivered in accordance with the terms hereof and of the KTYB SubsidiariesCertificate of Merger, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of the owned shares or equity ownership interests are shall be duly authorized and validly issued issued, fully paid and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of all preemptive rights, rights and will be issued in compliance with no personal liability attaching applicable federal and state securities laws. After giving effect to the ownership surrender by the Split-Off Purchaser of 45,606,489 shares of Parent Common Stock and 1,000,000 shares of Parent Preferred Stock in connection with the Split-Off and the cancellation thereof. No KTYB Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for but prior to giving effect to the purchase or issuance of any the Merger Shares and to the Private Placement Offering, there will be 126,468,511 shares of capital stock or any other equity security of the Subsidiary or any securities representing the right to purchase or otherwise receive any Parent Common Stock and no shares of capital stock or any other equity security of the SubsidiaryParent Preferred Stock issued and outstanding.

2Capitalization. (a) The authorized capital stock of KTYB the Company consists of 20,000,000 100,000,000 shares of KTYB Company Common Stock, Stock and 300,000 10,000,000 shares of the Company’s blank check preferred stock, no $0.001 par value per share (the “KTYB PreferredCompany Preferred Stock”). As Without giving effect to the transactions contemplated by this Agreement or any of the date other Transaction Documentation, 10,000,000 shares of this Agreement, Company Common Stock are or will be issued and outstanding and no shares of Company Preferred Stock are or will be issued and outstanding. No shares of Company Common Stock are held in the treasury of the Company. There are no outstanding options or warrants to purchase shares of Company Common Stock or Company Preferred Stock and there were is and will be no outstanding debt convertible into Company Preferred Stock. Section 2.2 of the Company Disclosure Schedule sets forth a complete and accurate list of (i) 5,961,376 shares all stockholders of KTYB the Company, indicating the number and class of Company Common Stock issued and outstanding, which number includes 55,055 shares of KTYB Common Stock granted in respect of outstanding and unvested KTYB Restricted Stock Awardsheld by each stockholder, (ii) no all stock option plans and other stock or equity-related plans of the Company (“Company Equity Plans”) and the number of shares of KTYB Preferred issued and outstandingCompany Common Stock remaining available for future awards thereunder, and (iii) 256,678 shares of KTYB all outstanding debt convertible into Company Common Stock reserved for issuance pursuant to future grants of KTYB Restricted Stock Awards. As of Stock, indicating (A) the date of this Agreementissue, except as set forth in (B) the immediately preceding sentenceholder thereof, there are no other (C) the unpaid principal amount thereof, (D) the interest rate thereon, (E) the accrued and unpaid interest thereon, (F) the number and class of shares of capital stock or other voting securities of KTYB issuedCompany Common Stock into which such debt is convertible, reserved for issuance or outstandingand (G) the conversion price thereof. At the Effective Time, there will be no more than 5,961,376 shares of KTYB capital stock entitled to receive the Merger Consideration. (b) All of the issued and outstanding shares of KTYB Company Common Stock are, and all shares of Company Common Stock that may be issued upon conversion of convertible debt will be (upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and, effective as of the Effective Time, free of all preemptive rights, and have been duly or will be issued in accordance with applicable laws, including but not limited to, the Securities Act. Other than the convertible debt listed in Section 2.2 of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, securities, rights, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any Company Common Stock or pursuant to which any outstanding Company Common Stock is subject to vesting. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Other than as listed in Section 2.2 of the Company Disclosure Schedule, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and validly by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. All of the issued and outstanding shares of Company Common Stock were issued in compliance in all material respects with applicable securities laws. All of the issued and outstanding shares of capital stock of each Company Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of KTYB may vote. Except for the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Debentures”) relating to the Indenture, dated August 28, 2003 (the “Indenture”), between KTYB and U.S. Bank National Association, as Trustee, no trust preferred or subordinated debt securities of KTYB or any KTYB Subsidiary are issued or outstanding. Except for any ungranted and unissued KTYB Restricted Stock Awards, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating KTYB to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities, and there are no other equity based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of KTYB or any KTYB Subsidiaries) outstanding. Except for the KTYB Support Agreements, there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of KTYB Common Stock or other equity interests of KTYB. No KTYB Subsidiary owns any shares of capital stock of KTYB. (c) The authorized capital stock of KY Bank consists of 1,000 shares of common stock, no par value, of KY Bank (the “KY Bank Common Stock”). As of the date of this Agreement, there were 1,000 shares of KY Bank Common Stock issued and outstanding, and 100% of the issued and outstanding shares of KY Bank Common Stock are directly owned by KTYB. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of KY Bank issued, reserved for issuance or outstanding. All of the issued and outstanding shares of KY Bank Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. (d) Without limitation of the provisions of Section 3.2(c) above with respect to KY Bank, KTYB owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of Company Subsidiary are owned by the KTYB Subsidiaries, Company free and clear of any liens, pledges, charges, encumbrances restrictions on transfer (other than restrictions under the Securities Act and security interests whatsoever (“Liens”state securities laws), and all of the owned shares or equity ownership interests are duly authorized and validly issued and are fully paidclaims, nonassessable Security Interests (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No KTYB Subsidiary has or is bound by any outstanding subscriptionsdefined below), options, warrants, rights, contracts, calls, commitments, equities and demands. Except as set forth in 2.2 of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or agreements a Company Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any character calling for capital stock of the purchase Company or issuance a Company Subsidiary (except as contemplated by this Agreement and the other Transaction Documents). There are no outstanding stock appreciation, phantom stock or similar rights with respect to a Company Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any shares of capital stock of a Company Subsidiary. “Security Interest” means any mortgage, pledge, lien, encumbrance, charge, or any other equity security interest, other than (a) mechanic’s, materialmen’s, and similar liens, (b) liens for taxes not yet due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the ordinary course of business and not incurred in connection with the Subsidiary or any securities representing the right to purchase or otherwise receive any shares borrowing of capital stock or any other equity security of the Subsidiarymoney.

2Capitalization. (a) The TRCC's authorized capital stock of KTYB consists of 20,000,000 shares of KTYB Common Stock, and 300,000 shares of preferred stock, no par value (“KTYB Preferred”). As of the date of this Agreement, there were of: (i) 5,961,376 500,000,000 shares of KTYB Common Stock issued and outstandingpar value $0.00025 (“Common Stock”), of which number includes 55,055 4,207,138 shares of KTYB Common Stock granted in respect of outstanding and unvested KTYB Restricted Stock Awards, (ii) no shares of KTYB Preferred are issued and outstanding, and (iiiii) 256,678 50,000,000 shares of KTYB preferred stock par value $0.00025 (“Preferred Stock” and, together with the Common Stock reserved for issuance pursuant to future grants Stock, “Capital Stock”), of KTYB Restricted Stock Awards. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there are no other which 424,633 shares of capital stock or other voting securities of KTYB issued, reserved for issuance or Series A Preferred Stock are issued and outstanding. At Immediately prior to the Effective TimeClosing, there will be TRCC shall have no more than 5,961,376 shares of KTYB capital stock entitled to receive the Merger Consideration. (b) All of the 4,207,138 issued and outstanding shares of KTYB Common Stock have been duly authorized and validly 424,633 issued and outstanding shares of Preferred Stock prior to the issuance of the TRCC Shares pursuant to the terms of this Agreement. TRCC’s Equity Incentive Plan for the issuance of up to 600,000 shares has been approved by the TRCC board of directors and shareholders (the “TRCC Compensation Plan”); there are no options issued under the TRCC Compensation Plan as of the date hereof. All issued and outstanding shares of TRCC Capital Stock are duly authorized, validly issued, fully paid, nonassessable non-assessable and free of preemptive rights. When issued, with no personal liability attaching to the ownership thereofTRCC Shares will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. There are no bondsoutstanding or authorized options, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of KTYB may vote. Except for the Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (the “Debentures”) relating to the Indenture, dated August 28, 2003 (the “Indenture”), between KTYB and U.S. Bank National Association, as Trustee, no trust preferred or subordinated debt securities of KTYB or any KTYB Subsidiary are issued or outstanding. Except for any ungranted and unissued KTYB Restricted Stock Awards, there are no outstanding subscriptions, optionsrights, warrants, puts, calls, convertible securities, rights to subscribe, conversion rights or other agreements or commitments to which TRCC is a party or which are binding upon TRCC providing for the issuance by TRCC or transfer by TRCC of additional shares of TRCC's Capital Stock and TRCC has not reserved any shares of its Capital Stock for issuance, nor are there any outstanding stock option rights, exchangeable phantom equity or convertible securities similar rights, contracts, arrangements or other commitments or agreements obligating KTYB to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities, and there are no other equity based awards (including any cash awards where the amount issue Capital Stock of payment is determined in whole or in part based on the price of any capital stock of KTYB or any KTYB Subsidiaries) outstandingTRCC. Except for the KTYB Support AgreementsTo TRCC’s knowledge, there are no voting trusts, shareholder agreements, proxies trusts or any other agreements in effect or understandings with respect to the voting or transfer of KTYB Common Stock or other equity interests of KTYBTRCC's Capital Stock. No KTYB Subsidiary owns any shares of capital stock of KTYB. (c) The authorized capital stock of KY Bank consists of 1,000 shares of common stock, no par value, of KY Bank (the “KY Bank Common Stock”). As of the date of this Agreement, there were 1,000 shares of KY Bank Common Stock issued and outstanding, and 100% of the issued and outstanding shares of KY Bank Common Stock are directly owned by KTYB. As of the date of this Agreement, except as set forth in the immediately preceding sentenceTo TRCC’s knowledge, there are no other shares obligations of capital stock TRCC to repurchase, redeem or other voting securities of KY Bank issued, reserved for issuance or outstanding. All of the issued and outstanding shares of KY Bank Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. (d) Without limitation of the provisions of Section 3.2(c) above with respect to KY Bank, KTYB owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the KTYB Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of the owned shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No KTYB Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of otherwise re-acquire any shares of capital stock or any other equity security its Capital Stock as of the Subsidiary or Closing. TRCC does not have any securities representing the right outstanding obligations to purchase or otherwise receive register any of its shares of capital stock or any other equity security of Capital Stock with the SubsidiaryUnited States Securities and Exchange Commission (the “SEC”).