Common use of 1Termination Clause in Contracts

1Termination. This Agreement may be terminated at any time prior to the Effective Time: (a) by mutual consent of SYBT and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of Directors; (b) by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein; (c) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, or Section 6.3, in the case of a termination by KTYB, and which is not cured by the earlier of (i) the Outside Date or (ii) within thirty (30) days (or the period of fewer days as remain until the Outside Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(1) is conditioned on and subject to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Shares.

1Termination. This Notwithstanding any other provision of this Agreement, and notwithstanding the approval of this Agreement by the shareholders of West Suburban and/or Buyer, this Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time: (a) by mutual consent written agreement of SYBT Buyer and KTYB in a written instrument, West Suburban if each of the Board board of Directors directors of each Buyer and the board of directors of West Suburban so determines determine by a vote of a majority of the members of its entire Board of Directors;board; or (b) by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein; Party (c) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party Party is not then in material breach of any representation, warranty, covenant covenant, or other agreement contained hereinin this Agreement) if there shall have been in the event of a breach by the other Party of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth contained in this Agreement on which cannot be or has not been cured within thirty (30) days after the part giving of KTYBwritten notice to the breaching Party of such breach and which breach is reasonably likely, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures opinion of the representations or warranties non-breaching Party, to be true), would constitute, if occurring or continuing on permit such Party to refuse to consummate the Closing Date, transactions contemplated by this Agreement pursuant to the failure of a condition standard set forth in Section 6.28.2(a) or (b), or 8.3(a) or (b), as applicable; or (c) by either Party (provided, that the terminating Party may not terminate this Agreement pursuant to this paragraph if it has breached any of its related obligations under this Agreement) in the case event (i) any Consent of a termination any Regulatory Authority required for consummation of the Merger and the other transactions contemplated hereby shall have been denied by SYBTfinal nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal, (ii) any Law or Section 6.3Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall have become final and non-appealable, (iii) the Requisite West Suburban Shareholder Approval is not obtained at West Suburban’s Shareholders’ Meeting where such matters were presented to such shareholders for approval and voted upon; or (iv) the Requisite Buyer Stockholder Approval is not obtained at Buyer’s Stockholders’ Meeting where such matters were presented to such stockholders for approval and voted upon; or (d) by either Party in the case of a termination event that the Merger shall not have been consummated by KTYBDecember 31, and which 2021 (the “Outside Date”), if the failure to consummate the transactions contemplated hereby on or before such date is not cured caused by any breach of this Agreement by the earlier of Party electing to terminate pursuant to this Section 9.1(d); provided, however, that (i) the Outside Date or may be extended by mutual written agreement of the Parties, and (ii) within thirty (30) days (or the period of fewer days as remain until if on the Outside Date, the conditions set forth in Section 8.1(b) following written notice shall not have been satisfied but all other conditions set forth in Article 8 shall be satisfied or capable of being satisfied, then the Outside Date shall be extended to KTYBMarch 31, in 2022; provided, further, that the case of a termination by SYBT, or right to SYBT, in the case of a termination by KTYB, or which by its nature or timing canterminate this Agreement under this Section 9.1(d) shall not be cured during available to any Party if the 30-day period (or the period failure by such Party to perform any of fewer days as remain its obligations under this Agreement required to be performed prior to the Closing has been a direct or indirect cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date); or; (e) by Buyer (provided, that Buyer is not then in material breach of any representation, warranty, covenant, or other agreement contained in this Agreement) in the event that (i) the West Suburban board of directors shall have made an Adverse Recommendation Change; (ii) West Suburban’s board of directors shall have failed to reaffirm the West Suburban Recommendation within fifteen (15) business days after Buyer requests such in writing at any time following the public announcement of an Acquisition Proposal, or (iii) West Suburban shall have failed to comply in all respects with its obligations under Section 7.1 or 7.4; or (f) by: by West Suburban, prior to the Requisite West Suburban Shareholder Approval (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB and provided that West Suburban has complied in all material respects with Section 5.14 7.1 and (iii) in the case of clause (iSection 7.4), immediately after the termination of this Agreement, KTYB enters in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(1) is conditioned on and subject to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting SharesProposal.

1Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite SouthState Vote or the Requisite IBTX Vote: (a) by mutual written consent of SYBT SouthState and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of Directors;IBTX; ​ (b) by either SYBT SouthState or KTYB IBTX if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and the such denial has become final and nonappealable, nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable law order, injunction, decree or order other legal restraint or prohibition permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of the seeking such party set forth herein; (c) by either SYBT SouthState or KTYB IBTX if the Merger shall not have been consummated on or before January 1, 2022 the 15-month anniversary of the date of this Agreement (the “Outside Termination Date”), unless the failure of the Closing to occur by the Outside Date such date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of the seeking such party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Dateherein; (d) by either SYBT SouthState or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; IBTX (provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained herein) if there shall have been a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYBIBTX, in the case of a termination by SYBTSouthState, or SYBTSouthState, in the case of a termination by KTYBIBTX, which breach or failure to be true, either individually or in the aggregate with all other breaches by the such party (or failures of the such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.27.2(a) or Section 7.2(b), in the case of a termination by SYBTSouthState, or Section 6.37.3(a) or Section 7.3(b), in the case of a termination by KTYBIBTX, and which is not cured by the earlier of (i) the Outside Date or (ii) within thirty (30) 30 days (or the period of fewer days as remain until the Outside Date) following written notice to KTYBIBTX, in the case of a termination by SYBTSouthState, or to SYBTSouthState, in the case of a termination by KTYBIBTX, or which by its nature or timing cannot be cured during the 30-day such period (or the period of such fewer days as remain prior to the Outside Termination Date); (fe) by: (1) KTYB ifby SouthState, prior to the receipt of the Requisite IBTX Vote, if (i) IBTX or the Board of Directors of KTYB (IBTX shall have made a Recommendation Change or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with IBTX or the Board of Directors of IBTX shall have committed a material breach of its obligations under Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(1) is conditioned on and subject to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to this Section 7.1(f)(1) shall be void and of no force 6.4 or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or6.14; (2f) SYBT by IBTX, prior to the time receipt of the Requisite KTYB Vote is obtainedSouthState Vote, if (i) SouthState or the Board of Directors of KTYB SouthState shall have (A) failed to include the Board made a Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, Change or (ii) KTYB SouthState or its the Board of Directors has breached of SouthState shall have committed a material breach of its obligations under Section 5.6 6.4 or Section 5.14 in any material respect6.14; or (g) by SYBT either IBTX or SouthState, if greater than 5% of (i) the outstanding shares of KTYB Common Stock Requisite IBTX Vote shall not have become and remain Dissenting Shares.been obtained upon a vote thereon taken at the IBTX Meeting (including any adjournment or postponement thereof) or (ii) the Requisite SouthState Vote shall not have been obtained upon a vote thereon taken at the SouthState Meeting (including any adjournment or postponement thereof). ​

1Termination. This Agreement may be validly terminated at any time prior to the Effective Time:, whether prior to or after receipt of the Requisite Stockholder Approval (except as provided herein) only as follows (it being understood and agreed that this Agreement may not be terminated for any other reason or on any other basis): (a) by mutual consent written agreement of SYBT Parent and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsCompany; (b) by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger Parent or the Bank Merger and the denial has become final and nonappealable, Company if (i) any permanent injunction or other judgment or order issued by any Governmental Entity court of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining other legal or otherwise prohibiting regulatory restraint or making illegal prohibition preventing the consummation of the Merger will be in effect, or any action has been taken by any Governmental Authority of competent jurisdiction, that, in each case, prohibits, makes illegal or enjoins the Bank Mergerconsummation of the Merger and has become final and non-appealable; or (ii) any statute, unless rule, regulation or order will have been enacted, entered, enforced or deemed applicable to the failure Merger that prohibits, makes illegal or enjoins the consummation of the Merger (either of clause (i) or (ii), an “Injunction”), except that the right to obtain a Requisite Regulatory Approval shall terminate this Agreement pursuant to this Section 8.1(b) will not be due primarily to available if the terminating Party’s material breach of any provision of this Agreement is the primary cause of the failure of the party seeking Merger to terminate this Agreement to perform or observe be consummated by the covenants and agreements of the seeking party set forth hereinTermination Date; (c) by either SYBT Parent or KTYB the Company if the Merger shall Effective Time has not have been consummated occurred by 11:59 p.m., Eastern Standard time, on or before January February 1, 2022 2024 (such time and date as it may be extended by mutual written agreement of the Parent and the Company, the “Outside Termination Date”), unless it being understood that the right to terminate this Agreement pursuant to this Section 8.1(c) will not be available if the terminating Party’s material breach of any provision of this Agreement is the primary cause of the failure of the Closing Merger to occur be consummated by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Termination Date; (d) by either SYBT or KTYB Parent, if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party Company has breached or failed to perform in any material respect any of its obligations under representations, warranties, covenants or other agreements contained in this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party perform would (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the were scheduled to occur at such time) result in a failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, 7.2(a) or Section 6.37.2(b), in the case except that if such breach is capable of a termination by KTYB, and which is not being cured by the earlier of (i) the Outside Date or (ii) within thirty (30) days (or the period of fewer days as remain until the Outside Termination Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing canParent will not be cured during the 30-day period (or the period of fewer days as remain entitled to terminate this Agreement prior to the Outside Date); (f) by: (1) KTYB ifdelivery by Parent to the Company of written notice of such breach, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(f)(18.1(d) and the basis for such termination, delivered at least 30 days prior to such termination, or, if earlier, the Termination Date, it being understood that Parent will not be entitled to terminate this Agreement (i) if such breach has been cured prior to termination or (ii) if Parent itself is conditioned on in breach of any provision of this Agreement or has failed to perform or comply with, or if there is any inaccuracy of, any of its representations, warranties, covenants or agreements set forth in this Agreement, and subject which breach, failure or inaccuracy would result in the failure of the conditions set forth in Section 7.3(a) or Section 7.3(b); (e) by Parent, if at any time the Company Board (or a committee thereof) has effected a Company Board Recommendation Change; or (f) by the Company, if Parent or Merger Sub has breached or failed to perform in any material respect any of its respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform would (if the Closing were scheduled to occur at such time) result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b), except that if such breach is capable of being cured by the Termination Date, the Company will not be entitled to terminate this Agreement prior to the prior payment delivery by KTYB the Company to SYBT Parent of written notice of such breach, stating the Termination Fee in accordance with Section 7.2(b), and any purported termination Company’s intention to terminate this Agreement pursuant to this Section 7.1(f)(18.1(f) shall be void and of no force or effect the basis for such termination, delivered at least 30 days prior to such termination, or, if KTYB shall not have paid and SYBT shall not have received earlier, the Termination Fee; or (2) SYBT prior Date, it being understood that the Company will not be entitled to the time the Requisite KTYB Vote is obtained, if terminate this Agreement (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that if such breach has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention cured prior to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, termination or (ii) KTYB if the Company itself is in breach of any provision of this Agreement or has failed to perform or comply with, or if there is any inaccuracy of, any of its Board representations, warranties, covenants or agreements set forth in this Agreement, and which breach, failure or inaccuracy would result in the failure of Directors has breached its obligations under the conditions set forth in Section 5.6 7.2(a) or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Shares7.2(b).

1Termination. This Agreement may be terminated at any time prior to the Effective Time:Closing: ​ by the mutual written consent of Sellers and Buyer; ​ (a) by mutual consent of SYBT and KTYB in a Buyer by written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of Directors;notice to Sellers if: ​ (b) by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein; (c) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party Buyer is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach made by Sellers pursuant to this Agreement that would give rise to the failure of any of the covenants conditions specified in Article VIII and such breach, inaccuracy or agreements failure cannot be cured by Sellers by April 1, 2022 (the “Outside Closing Date”); or ​ (ii) any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition conditions set forth in Section 6.2, in the case of a termination by SYBT, 8.1 or Section 6.3, in the case of a termination by KTYB, and which is 8.2 shall not cured have been fulfilled by the earlier Outside Closing Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; ​ (b) by Sellers by written notice to Buyer if: ​ (i) Sellers are not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the Outside Date failure of any of the conditions specified in Article VIII and such breach, inaccuracy or (ii) within thirty (30) days (or the period of fewer days as remain until the Outside Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing failure cannot be cured during by Buyer by the 30-day period Outside Closing Date; or 131622973.6 ​ (ii) any of the conditions set forth in Section 8.1 or Section 8.3 shall not have been fulfilled by the period Outside Closing Date, unless such failure shall be due to the failure of fewer days as remain Sellers to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Outside Date);Closing; or ​ (fc) by:by Buyer or Sellers in the event that: ​ (1) KTYB if, (i) there shall be any Law that makes consummation of the Board of Directors of KTYB (transactions contemplated by this Agreement illegal or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, otherwise prohibited; or ​ (ii) KTYB has complied in all respects with Section 5.14 and (iii) in any Governmental or Regulatory Authority shall have issued an Order restraining or enjoining the case of clause (i), immediately after the termination of transactions contemplated by this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(1) is conditioned on and subject to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if (i) the Board of Directors of KTYB such Order shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become final and remain Dissenting Shares.non-appealable. ​

1Termination. This Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Transactions abandoned at any time prior to the Effective TimeClosing: (a) by mutual written consent of SYBT Seller and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsBuyer; (b) by either SYBT or KTYB Seller if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger conditions set forth in Section 11.1 or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction Section 11.3 shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal become incapable of fulfillment by the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval Outside Date and shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth hereinnot have been waived by Seller; (c) by either SYBT or KTYB Buyer if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure any of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to Section 11.1 or Section 11.2 shall have become incapable of fulfillment by the Outside Date, Date and shall not have been waived by Buyer; (d) by Seller or Buyer if: (iii) the failure of the Closing to shall not have occurred on or prior to the Outside DateDate or such later date as may be agreed to in writing by the Parties; (dii) any Law or Order by a Governmental Entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of Transactions shall have become final and non-appealable; or (iii) subject to the limitations set forth in the Bidding Procedures Order and Section 7.3, (A) the Bankruptcy Court enters an order approving a higher or better competing bid or (B) the Bankruptcy Court enters an order that otherwise precludes the consummation of the Transactions on the terms and conditions set forth in this Agreement; (e) by either SYBT Seller, if Buyer shall have breached any representation or KTYB warranty or failed to perform any obligation, condition, covenant or agreement applicable to Buyer, and such breach or failure to perform: (i) would give rise to the failure of a condition set forth in Section 11.3; (ii) cannot be cured, or has not been cured within twenty (20) Business Days following Seller’s delivery of written notice to Buyer of such breach or failure to perform; and (iii) has not been waived by Seller; or (f) by Buyer, if Seller shall have breached any representation or warranty or failed to perform any obligation, condition, covenant or agreement applicable to Seller, and such breach or failure to perform: (i) would give rise to the Requisite KTYB Vote shall failure of a condition set forth in Section 11.2; (ii) cannot have be cured, or has not been obtained at the KTYB Meeting duly convened therefor cured within twenty (20) Business Days following Buyer’s delivery of written notice to Seller of such breach or at any adjournment or postponement thereoffailure to perform; and (iii) has not been waived by Buyer; provided, however, that no party may the right to terminate this Agreement pursuant to this Section 7.1(d12.1(d), Section 12.1(e) if the or Section 12.1(f) shall not be available to any party that has breached in any material respect any of its representations, warranties, covenants, agreements or obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, or Section 6.3, in the case of a termination by KTYB, and which is not cured by the earlier of (i) the Outside Date or (ii) within thirty (30) days (or the period of fewer days as remain until the Outside Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(1) is conditioned on and subject to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Shares.

1Termination. This Agreement may be terminated at At any time prior to the Effective TimeClosing, this Agreement may be terminated and the transactions contemplated hereby abandoned: (a) by the mutual written consent of SYBT Buyer and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsSeller; (b) by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and the denial has become final and nonappealableBuyer, or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein; (c) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure if Seller shall have breached or failed to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached perform in any material respect any of its obligations under representations, warranties, covenants or other agreements contained in this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties perform would give rise to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, or Section 6.3, in the case of a termination by KTYB, and which is not cured by the earlier of (i) the Outside Date 10.1 or (ii) within thirty if all of the conditions set forth in Article X have been satisfied or waived, as applicable, and Seller nevertheless refuses or fails to Close the transactions contemplated in this Agreement; provided, Seller shall first be entitled to ten (3010) days (or days’ notice and the period of fewer days as remain until the Outside Date) following written notice opportunity to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cancure and provided furthermore that Buyer shall not be cured during the 30-day period in breach at such time or (or the period of fewer days as remain prior to the Outside Date)iii) in accordance with Section 8.3 if a Casualty Loss specified therein occurs; (fc) by: (1) KTYB ifby Seller, (i) if Buyer shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform would give rise to the Board failure of Directors of KTYB (a condition set forth in Section 10.2 or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied if all of the conditions set forth in all respects with Section 5.14 Article X have been satisfied or waived, as applicable, and (iii) Buyer nevertheless refuses or fails to Close the transactions contemplated in the case of clause (i), immediately after the termination of this Agreement; provided, KTYB enters into an Alternative Acquisition Buyer shall first be entitled to ten (10) days’ notice and the opportunity to cure and provided furthermore that Seller shall not be in breach at such time; (d) by either Buyer or Seller, upon Notice to the other Party, if any Governmental Authority having competent jurisdiction has issued a final, non-appealable Order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement with respect and such injunction shall have become final and non-appealable; (e) by either Buyer or Seller, upon Notice to a Superior Proposal referred to in the foregoing clause (i); other Party, if the transactions contemplated at the Closing have not been consummated by July 31, 2017, provided that the right of KTYB neither Buyer nor Seller shall be entitled to terminate this Agreement pursuant to this Section 7.1(f)(112.1(e) is conditioned on and subject to if such Person’s breach of this Agreement has prevented the prior payment by KTYB to SYBT consummation of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to transactions contemplated by this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination FeeAgreement; or (2f) SYBT prior by either Buyer or Seller, upon Notice to the time the Requisite KTYB Vote is obtainedother Party, if the sum of all Defect Amounts (i) the Board of Directors of KTYB shall have (as defined in Exhibit A) failed validly asserted in any Defect Notice (as defined in Exhibit A) less the sum of all Title Benefit Amounts (as defined in Exhibit A) validly claimed by Seller under Exhibit A is equal to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten greater than twenty percent (1020%) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting SharesBase Purchase Price.

1Termination. This Agreement may be terminated at any time prior to the Effective TimeClosing: (a) by the mutual written consent of SYBT the Buyer and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsSeller; (b) by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval the Buyer in writing, without liability of the Merger or the Bank Merger and the denial has become final and nonappealableBuyer on account of such termination, or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein; (c) by either SYBT or KTYB if the Merger Closing shall not have been consummated occurred on or before January 1, 2022 the date that is sixty (60) days after the date hereof (the “Outside Date”); provided, unless however, that to the extent that on the date that is 60 days after the date hereof all of the conditions set forth in Section 8.3 have been satisfied or waived, other than the conditions with respect to actions the Parties are required to take at the Closing itself as provided herein; provided, however, that Buyer may not terminate this Agreement pursuant to this Section 11.1(b) if Buyer is in breach of this Agreement and such breach was the primary cause of the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform have occurred on or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date; (c) by the Seller in writing, without liability of the Seller or (iithe Seller on account of such termination, if the Closing has not occurred on or before the Outside Date; provided; however, that the Seller may not terminate this Agreement pursuant to this Section 11.1(c) if the Seller or the Company are or were in breach of this Agreement, which breach was the primary cause of the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB Buyer in writing, if (i) Buyer, on the Requisite KTYB Vote shall date of termination, is not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect breach of any of its obligations representations or warranties and has not failed to perform in all material respects its obligations, covenants or agreements under this Agreement, Agreement and (ii) (A) there is a breach or inaccuracy in each case any of the representations and warranties in a manner that primarily caused Article III or Article IV of this Agreement and such breach or inaccuracy (1) would result in the failure of a condition precedent set forth in Section 8.1 or Section 8.2 to obtain be satisfied and (2) is incapable of being cured or has not been cured within thirty (30) days after receipt by the Requisite KTYB Vote at Seller of written notice from the KTYB Meeting Buyer of the occurrence of such breach or at inaccuracy, and (3) such breach or inaccuracy has not been waived in writing by Buyer or (B) Seller, or the Company Entities shall have failed to perform any adjournment obligation, covenant or postponement thereofagreement under this Agreement required to be performed by any such party prior to the Closing and such failure (1) would result in the failure of a condition precedent set forth in Section 8.1 or Section 8.2 to be satisfied, (2) is incapable of being cured or has not been cured within thirty (30) days after receipt by the Seller of written notice from the Buyer of the occurrence of such failure and (3) such failure has not been waived in writing by Buyer; (e) by either SYBT or KTYB Seller in writing, if (provided that i) Seller, on the terminating party date of termination, is not then in material breach of any representationof its representations or warranties and has not failed to perform in all material respects its obligations, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements under this Agreement and (ii) (A) there is a breach or inaccuracy in any of the representations or and warranties (or any representation or warranty shall cease to be true) of Buyer set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which and such breach or failure to be true, either individually or inaccuracy (1) would result in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition precedent set forth in Section 6.2, in the case of a termination by SYBT, 8.1 or Section 6.3, in the case 8.3 to be satisfied and (2) is incapable of a termination by KTYB, and which is being cured or has not been cured by the earlier of (i) the Outside Date or (ii) within thirty (30) days (or after receipt by the period Buyer of fewer days as remain until the Outside Date) following written notice to KTYBfrom the Seller of the occurrence of such breach or inaccuracy, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii3) such breach or inaccuracy has not been waived in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(1) is conditioned on and subject to the prior payment writing by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof Seller or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or Buyer shall have failed to issue a press release announcing its unqualified opposition perform any obligation, covenant or agreement under this Agreement required to be performed by Buyer prior to the Acquisition Proposal within ten Closing and such failure (101) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board would result in the failure of Directors has breached its obligations under a condition precedent set forth in Section 5.6 8.1 or Section 5.14 in any material respect; or 8.3 to be satisfied, (g2) by SYBT if greater than 5% is incapable of the outstanding shares of KTYB Common Stock have become and remain Dissenting Shares.being cured or has not been cured within thirty

1Termination. This Agreement may be terminated at any time prior to the Effective TimeClosing: (a) by mutual written consent of SYBT Purchaser and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsCompany; (b) by either SYBT Purchaser or KTYB the Company: (i) if there shall be any statute, law, regulation or rule that makes consummating the transactions contemplated hereby illegal or if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction Authority shall have issued a final nonappealable law judgment, order, decree or order permanently ruling, or shall have taken such other action restraining, enjoining or otherwise prohibiting or making illegal the consummation issuance of the Merger Shares contemplated hereby and such judgment, order, decree or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval ruling shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants have become final and agreements of the seeking party set forth hereinnon-appealable; (cii) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote PRC Approval shall not have been obtained at on or before the KTYB Meeting duly convened therefor or at any adjournment or postponement thereofdate that is sixty (60) Business Days after the date of this Agreement; provided, provided that no party may Purchaser cannot terminate this Agreement pursuant to this Section 7.1(d6.1(b)(ii) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, or Section 6.3, in the case of a termination by KTYB, and which is not cured by the earlier of (i) the Outside Date or (ii) within thirty (30) days (or the period of fewer days as remain until the Outside Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB unless Purchaser has complied in all respects with its obligations under Section 5.14 and (iii) in the case of clause (i), immediately after the termination 5.9 of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(1) is conditioned on and subject to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or. (2c) SYBT prior to the time the Requisite KTYB Vote is obtained, if by Purchaser: (i) if the Board of Directors of KTYB Company shall have (A) failed to include the Board Recommendation in the Proxy Statementperform any of its material obligations contained herein, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended breached any of its material representations or endorsed an Acquisition Proposal warranties contained herein, provided that Purchaser gives the Company written notice of such failure to perform or publicly disclosed its intention breach and the Company does not cure such failure to do so, perform or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal breach within ten thirty (1030) business days after an Acquisition Proposal is publicly announced, or its receipt of such written notice; (ii) KTYB if the Common Stock shall no longer be listed for trading on Nasdaq or its Board of Directors has breached its obligations under Section 5.6 another national securities exchange or Section 5.14 in any material respectautomated quotation system; (iii) if the License Agreement shall have been terminated; or (giv) if any of the conditions set forth in Section 2.4(b) shall become impossible to fulfill (other than as a result of any breach by Purchaser of the terms of this Agreement) and shall not have been waived in accordance with the terms of this Agreement. (d) by SYBT the Company: (i) if greater than 5% Parent or Purchaser shall have (A) failed to perform any of its material obligations contained herein, or (B) breached any of its material representations or warranties contained herein, provided that the Company gives Parent or Purchaser written notice of such failure to perform or breach and Parent or Purchaser, as applicable, does not cure such failure to perform or breach within thirty (30) days after its receipt of such written notice; or (ii) if any of the outstanding shares conditions set forth in Section 2.4(a) shall become impossible to fulfill (other than as a result of KTYB Common Stock any breach by the Company of the terms of this Agreement) and shall not have been waived in accordance with the terms of this Agreement. (e) If this Agreement is terminated and the transactions contemplated hereby are not consummated as described above, this Agreement shall become void and remain Dissenting Sharesof no further force and effect, provided, however, that (i) none of the Parties hereto shall have any liability in respect of a termination of this Agreement pursuant to Section 6.1(a), 6.1(b), and (ii) nothing shall relieve any of the Parties from liability for actual damages resulting from a termination of this Agreement pursuant to Section 6.1(c) or 6.1(d); and provided, further, that none of the Parties hereto shall have any liability for speculative, indirect, unforeseeable or consequential damages or lost profits resulting from any legal action relating to any termination of this Agreement.

1Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Effective TimeClosing: (a) by mutual written consent of SYBT Xxxxxx and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsXxxxx; (b) by either SYBT Seller, if Buyer shall have breached any of its representations or KTYB if warranties under this Agreement or failed to, or failed to cause its Affiliates to, comply with any Governmental Entity covenant or agreement applicable to Buyer and/or its Affiliates that must grant a Requisite Regulatory Approval has denied approval would cause any of the Merger or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party conditions set forth hereinin Section 9.3 not to be satisfied, and such condition is incapable of being satisfied by the Outside Date; provided, however, that Seller is not then in material breach of its obligations under this Agreement; (c) by Buyer, if Seller shall have breached any of its representations or warranties under this Agreement or failed to comply with any covenant or agreement applicable to Seller that would cause any of the conditions set forth in Section 9.2 not to be satisfied, and such condition is incapable of being satisfied by the Outside Date; provided, however, that Buyer is not then in material breach of its obligations under this Agreement; (d) by either SYBT Seller or KTYB Buyer if the Merger Closing shall not have been consummated occurred on or before January 1, 2022 the date that is six (6) months following the date hereof (the “Outside Date”); ​ provided, unless however, that the right to terminate this Agreement under this Section 10.1(d) shall not be available to any Party whose breach of this Agreement has been the cause of, or has resulted in, the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the such Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof;or (e) by either SYBT Seller or KTYB (provided Buyer in the event that any Governmental Authority of competent jurisdiction in the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained hereinjurisdictions set forth on Schedule 9.1(b) if there shall have been issued a breach of any of final, non-appealable Governmental Order permanently restraining or prohibiting the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination transactions contemplated by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, or Section 6.3, in the case of a termination by KTYB, and which is not cured by the earlier of (i) the Outside Date or (ii) within thirty (30) days (or the period of fewer days as remain until the Outside Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement; provided, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided however, that the right of KTYB to terminate this Agreement pursuant to under this Section 7.1(f)(1) is conditioned on and subject to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to this Section 7.1(f)(110.1(e) shall not be void and available to any party whose breach of no force or effect if KTYB shall not have paid and SYBT shall not have received this Agreement has been the Termination Fee; or (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statementcause of, or withdrawnhas resulted in, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance issuance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Sharessuch Governmental Order.

1Termination. This Agreement may be terminated and abandoned at any time prior to the Effective Time:Closing Date, whether before or after the receipt of the Company Requisite Vote (except as otherwise provided below): (a) by the mutual written consent of SYBT Parent and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of Directors;Company; or ​ ​ ​ (b) by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or Company, on the Bank Merger and the denial has become final and nonappealableone hand, or Parent, on the other hand, by written notice to the other, if: (i) any Governmental Entity of competent jurisdiction shall have authority has issued a final nonappealable law an order, decree or order ruling or taken any other action in each case permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of Mergers substantially on the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate terms contemplated by this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein; (c) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure order, decree, ruling or other action has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereofbecome final and non-appealable; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, or Section 6.3, in the case of a termination by KTYB, and which is not cured by the earlier of (i) the Outside Date or (ii) within thirty (30) days (or the period of fewer days as remain until the Outside Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(18.1(b)(i) is conditioned on and subject will not be available to a Party if the issuance of such final, non-appealable order, decree or ruling or taking of such other action was primarily due to the prior payment by KTYB to SYBT failure of the Company or the Operating Company, in the case of termination by the Company, or Parent or the Parent OP, in the case of termination by Parent, to perform any of its obligations under this Agreement; or (ii) the Mergers have not have been consummated on or before December 31, 2020 (the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b)(ii) will not be available to the Company, if the Company or the Operating Company, or to Parent, if Parent or the Parent OP, as applicable, have breached in any material respect its obligations under this Agreement in any manner that have caused or resulted in the failure to consummate the Mergers on or before such date; or (iii) the Company Requisite Vote has not have been obtained at a duly held Company Stockholders’ Meeting or any adjournment or postponement thereof at which the Company Merger is voted upon; or (c) by written notice from the Company to Parent, if: (i) prior to obtaining the Company Requisite Vote, the Company Board effects an Adverse Recommendation Change in accordance with Section 6.6(e) in connection with a Superior Proposal and the Company Board has approved, and, concurrently with the termination hereunder, the Company enters into a definitive agreement providing for the implementation of a Superior Proposal, but only if the Company is not then in material breach of Section 6.6; provided that such termination will not be effective until the Company has paid the Company Termination Fee in accordance with Section 7.2(b8.3(b); or (ii) Parent or the Parent OP have breached or failed to perform any of its representations, and any purported termination warranties, covenants or other agreements contained in this Agreement such that a condition set forth in Section 7.3(a) or Section 7.3(b) would be incapable of being satisfied by the Outside Date, provided, however, that the Company may not terminate this Agreement pursuant to this Section 7.1(f)(18.1(c)(ii) unless any such breach or failure to perform has not been cured within 20 days after written notice by the Company to Parent informing Parent of such breach or failure to perform and intention to terminate this Agreement pursuant to this Section 8.1(c)(ii), except that no cure period shall be void and of no force required for any breach or effect if KTYB shall failure to perform that by its nature cannot have paid and SYBT shall not have received the Termination Fee; or (2) SYBT be cured prior to the time Outside Date; and provided, further, that neither the Requisite KTYB Vote is obtained, if (i) Company nor the Board of Directors of KTYB shall Operating Company have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, breached or failed to recommend against acceptance perform any of a tender offer its representations, warranties, covenants or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, other agreements contained in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 this Agreement in any material respect; or (giii) (A) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived by Parent (other than those conditions that by their nature are to be satisfied at the Closing; provided that such conditions to be satisfied at the Closing would be satisfied as of the date of the notice referenced in clause (B) of this Section 8.1(c)(iii) if the Closing were to occur on the date of such notice), (B) on or after the date the Closing should have ​ ​ ​ occurred pursuant to Section 2.3, the Company has delivered irrevocable written notice to Parent to the effect that all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived by Parent (other than those conditions that by their nature are to be satisfied at the Closing; provided that such conditions to be satisfied at the Closing would be satisfied as of the date of such notice if the Closing were to occur on the date of such notice) and the Company and the Operating Company are ready, willing and able to consummate the Closing, and (C) Parent and the Parent OP fail to consummate the Closing on or before the third Business Day after delivery of the notice referenced in clause (B) of this Section 8.1(c)(iii), and the Company and the Operating Company stood ready, willing and able to consummate the Closing during such three Business Day period; or (d) by SYBT if greater written notice from Parent to the Company, if: (i) the Company or the Operating Company have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement such that a condition set forth in Section 7.2(a) or Section 7.2(b) would be incapable of being satisfied by the Outside Date, provided, however, that Parent may not terminate this Agreement pursuant to this Section 8.1(d)(i) unless any such breach or failure to perform has not been cured within 20 days after written notice by Parent to the Company informing the Company of such breach or failure to perform and intention to terminate this Agreement pursuant to this Section 8.1(d)(i), except that no cure period shall be required for any breach or failure to perform that by its nature cannot be cured prior to the Outside Date; and provided, further, that neither Parent nor the Parent OP have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement in any material respect; or (ii) (A) the Company Board has effected, or resolved to effect, an Adverse Recommendation Change or (B) the Company enters into an Alternative Acquisition Agreement (other than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Sharesan Acceptable Confidentiality Agreement entered into in compliance with Section 6.6).

1Termination. This Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Transaction and the other transactions contemplated by this Agreement abandoned at any time prior to the Effective TimeClosing: (a) by mutual written consent of SYBT Seller and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsPurchasers; (b) by either SYBT or KTYB Seller, if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction Purchasers shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein; (c) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has materially breached in any material respect any of its obligations under representations, warranties, covenants or agreements contained in this Agreement, in each case in a manner that primarily caused the failure and such breach would give rise to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, 8.3(a) or Section 6.3, in the case of a termination by KTYB, 8.3(b) and which is has not been cured by the earlier of (i) the Outside Date or (ii) within date that is thirty (30) days (or the period of fewer days as remain until the Outside Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination date that Seller has notified the Purchasers of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB such breach stating Seller’s intention to terminate this Agreement pursuant to this Section 7.1(f)(19.1(b) and the basis for such termination and (ii) the Outside Date; provided that Seller shall not be permitted to terminate this Agreement pursuant to this Section 9.1(b) if Seller has breached any of its representations, warranties, covenants or agreements contained in this Agreement, in each case, such that any condition set forth in Section 8.2(a) or Section 8.2(b) would not be satisfied; (c) by the Purchasers, if Seller shall have materially breached any of its representations, warranties, covenants or agreements contained in this Agreement, and such breach would give rise to the failure of a condition set forth in Section 8.2(a) or Section 8.2(b) and has not been cured by the earlier of (i) the date that is conditioned on thirty (30) days after the date that the Purchasers have notified Seller of such breach stating the Purchasers’ intention to terminate this Agreement pursuant to this Section 9.1(c) and the basis for such termination and (ii) the Outside Date; provided that the Purchasers shall not be permitted to terminate this Agreement pursuant to this Section 9.1(c) if the Purchasers have breached any of its representations, warranties, covenants or agreements contained in this Agreement, in each case such that any condition set forth in Section 8.3(a) or Section 8.3(b) would not be satisfied; (d) by Seller or by the Purchasers, subject to Section 11.7, if the Closing shall not have occurred on or prior payment by KTYB to SYBT 11:59 p.m. (New York City time) on January 28, 2025 (the “Outside Date”); provided that if all of the Termination Fee conditions set forth in Article VIII, other than the conditions set forth in Section 8.1(a) or Section 8.1(b) (solely if the Law or Judgment relates to any Regulatory Laws), shall have been satisfied or waived or shall be capable of being satisfied on such date if Closing were to take place on such date, then the Outside Date shall automatically be extended to 11:59 p.m. (New York City time) on April 28, 2025, which date shall thereafter be deemed to be the Outside Date; provided, that, the Purchasers and Seller shall amend the Outside Date to a date no earlier than July 28, 2025 if the Purchasers are able to obtain the extension under the Commitment Letter pursuant to Section 5.7(a)(y); provided, further, that (x) if all of the conditions set forth in Article VIII shall have been satisfied or waived (or in the case of conditions that by their nature are to be satisfied at the Closing, are then capable of being satisfied if the Closing were to take place on such date) on a date that occurs on or prior to the Outside Date but (y) the Closing would thereafter occur in accordance with Section 7.2(b)2.3 on a date (the “Specified Date”) that occurs after such Outside Date, then the Outside Date shall automatically be extended to such Specified Date (which, for the avoidance of doubt, will not be ​ greater than four (4) Business Days after Closing pursuant to Section 2.3) and any purported termination the Specified Date shall become the Outside Date for purposes of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 7.1(f)(19.1(d) shall not be void and available to any Party whose failure to perform any covenant or agreement under this Agreement has been the primary cause of, or resulted in, the failure of no force the Closing to occur on or effect if KTYB shall not have paid and SYBT shall not have received the Termination Feebefore such date; or (2e) SYBT prior to by Seller or by the time the Requisite KTYB Vote is obtainedPurchasers, if (i) the Board a Judgment issued by a Governmental Entity of Directors of KTYB competent jurisdiction shall have (Abecome final and nonappealable, permanently enjoining or otherwise permanently preventing the consummation of the Transaction; provided that the right to terminate this Agreement pursuant to this Section 9.1(e) failed shall not be available to include any Party whose failure to perform any covenant or agreement under this Agreement has been the Board Recommendation in the Proxy Statementprimary cause of, or withdrawnresulted in, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance issuance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Sharessuch Judgment.

1Termination. This Agreement may be terminated at any time prior to the Effective Time: (a) : · by mutual written consent of SYBT Parent and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of Directors; (b) Company; · by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger Parent or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein; (c) by either SYBT or KTYB Company if the Merger shall not have been consummated on or before January 1by May 30, 2022 2014 (the “Outside End Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, however, that no a party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, or Section 6.3, in the case of a termination by KTYB, and which is not cured by the earlier of (i) the Outside Date or (ii) within thirty (30) days (or the period of fewer days as remain until the Outside Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB permitted to terminate this Agreement pursuant to this Section 7.1(f)(1Subsection (b) if the failure to consummate the Merger by the End Date is conditioned attributable to a failure on and subject the part of such party to perform any covenant or obligation in this Agreement required to be performed by such party at or prior to the prior payment Effective Time; · by KTYB to SYBT either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable Order, or shall have taken any other action, having the Termination Fee in accordance with Section 7.2(b)effect of permanently restraining, and any purported termination pursuant to this Section 7.1(f)(1) shall be void and of no force enjoining or effect otherwise prohibiting the Merger; · by either Parent or the Company if KTYB the Company Proposal shall not have paid and SYBT shall not have received been approved pursuant to the Termination FeeRequired Company Shareholder Vote; or · by Parent (2) SYBT at any time prior to the approval of the Company Proposal by the Required Company Shareholder Vote) if a Company Triggering Event shall have occurred; · by the Company (at any time prior to the Requisite KTYB Vote is obtained, approval of the Company Proposal by the Required Company Shareholder Vote) if a Parent Triggering Event shall have occurred; · by Parent if: (i) any of the Board Company’s representations and warranties contained in this Agreement shall be inaccurate as of Directors the date of KTYB this Agreement such that the condition set forth in Section 6.1(a) or the condition set forth in Section 6.1(b) would not be satisfied, or shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance become inaccurate as of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition date subsequent to the Acquisition Proposal within ten date of this Agreement (10as if made on such subsequent date) business days after an Acquisition Proposal is publicly announced, such that the condition set forth in Section 6.1(a) or the condition set forth in Section 6.1(b) would not be satisfied; or (ii) KTYB any of the Company’s covenants or its Board obligations contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that, for purposes of Directors has breached its obligations under Section 5.6 or Section 5.14 clauses (i) and (ii) above, if an inaccuracy in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares Company’s representations and 62 · by the Company if: (i) any of KTYB Common Stock Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement such that the condition set forth in Section 7.1(a) or the condition set forth in Section 7.1(b) would not be satisfied, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date) such that the condition set forth in Section 7.1(a) or the condition set forth in Section 7.1(b) would not be satisfied; or (ii) any of Parent’s covenants or obligations contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that, for purposes of clauses (i) and (ii) above, if an inaccuracy in any of Parent’s representations and warranties (as of the date of this Agreement or as of a date subsequent to the date of this Agreement) or a breach of a covenant or obligation by Parent is curable by Parent by the End Date and Parent is continuing to exercise its reasonable best efforts to cure such inaccuracy or breach, then the Company may not terminate this Agreement under this paragraph (h) on account of such inaccuracy or breach unless such inaccuracy or breach shall remain Dissenting Sharesuncured for a period of 30 days commencing on the date that the Company gives Parent notice of such inaccuracy or breach; or · by the Company pursuant to Section 5.2(d).

1Termination. This Agreement may be terminated at At any time prior to the Effective TimeClosing, this Agreement may be terminated and the First Merger abandoned by authorized action taken by the terminating party, whether before or after the Required Stockholder Approval: (a) by mutual written consent of SYBT Xxxxxxxxx and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsCompany; (b) by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger Purchaser or the Bank Merger Company, if the Closing shall not have occurred on or before June 30, 2022 or such other date that Purchaser and the denial has become final and nonappealableCompany may agree upon in writing (the “Termination Date”); provided, or however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the party whose failure to obtain perform any covenant in this Agreement has been a Requisite Regulatory Approval shall be due primarily to principal cause of or resulted in the failure of the party seeking Closing to terminate this Agreement to perform occur on or observe before the covenants and agreements of the seeking party set forth hereinTermination Date; (c) by either SYBT Purchaser or KTYB the Company, if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Legal Requirement which has become final and non-appealable and which is in effect and which has the effect of making the First Merger shall not have been consummated on or before January 1, 2022 (any other ​ transaction contemplated by this Agreement illegal or otherwise prohibits the “Outside Date”), unless the failure consummation of the Closing to occur First Merger or any other transaction contemplated by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside DateAgreement; (d) by either SYBT or KTYB Purchaser, if the Requisite KTYB Vote shall not have there has been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained hereinof the Company set forth in this Agreement such that the conditions set forth in Section 8.2(a) or Section 8.2(b) hereof would not be satisfied, and such breach has not been cured within fifteen (15) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required for a breach which by its nature cannot be cured; or (e) by the Company, if there shall have has been a breach of any representation, warranty, covenant or agreement of the covenants Purchaser, Purchaser, Sub I or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) Sub II set forth in this Agreement on such that the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition conditions set forth in Section 6.2, in the case of a termination by SYBT, 8.3(b) or Section 6.3, in the case of a termination by KTYB8.3(c) hereof would not be satisfied, and which is such breach has not been cured by the earlier of within fifteen (i15) the Outside Date or (ii) within thirty (30) calendar days (or the period of fewer days as remain until the Outside Date) following after written notice thereof to KTYBPurchaser; provided, in the case of however, that no cure period shall be required for a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or breach which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(1) is conditioned on and subject to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Sharescured.

1Termination. This Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Transactions abandoned at any time prior to the Effective TimeClosing: (a) by mutual written consent of SYBT Seller and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsBuyer; (b) by either SYBT or KTYB Seller if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger conditions set forth in Section 11.1 or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction Section 11.3 shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal become incapable of fulfillment by the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval Outside Date and shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth hereinnot have been waived by Seller; (c) by either SYBT or KTYB Buyer if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure any of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to Section 11.1 or Section 11.2 shall have become incapable of fulfillment by the Outside Date, Date and shall not have been waived by Buyer; (d) by Seller or Buyer if: (iii) the failure of the Closing to shall not have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB ; provided, however, that, if the Requisite KTYB Vote Closing shall not have occurred due to the failure of the Bankruptcy Court to enter the Sale Order or the condition to Closing set forth in Section 11.1(b) remains unsatisfied or not waived and if all other conditions to the respective obligations of Buyer and Seller to close hereunder that are capable of being fulfilled by the Outside Date shall have been obtained at the KTYB Meeting duly convened therefor so fulfilled or at any adjournment or postponement thereof; providedwaived, that no party then neither Buyer nor Seller may terminate this Agreement pursuant prior to this November 15, 2019; (ii) any Law or Order by a Governmental Entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of Transactions shall have become final and non-appealable; or (iii) subject to the limitations set forth in the Bidding Procedures Order and Section 7.1(d7.3, (A) if the party has breached Bankruptcy Court enters an order approving a higher or better competing bid or (B) the Bankruptcy Court enters an order that otherwise precludes the consummation of the Transactions on the terms and conditions set forth in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representationSeller, warranty, covenant or other agreement contained herein) if there Buyer shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or breached any representation or warranty shall cease or failed to be true) set forth in this Agreement on the part of KTYBperform any obligation, in the case of a termination by SYBTcondition, covenant or SYBTagreement applicable to Buyer, in the case of a termination by KTYB, which and such breach or failure to be true, either individually or in the aggregate with all other breaches by the party perform: (or failures of the representations or warranties i) would give rise to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, or Section 6.3, in the case of a termination by KTYB, and which is not cured by the earlier of (i) the Outside Date or 11.3; (ii) cannot be cured, or has not been cured within thirty twenty (3020) days (or the period Business Days following Seller’s delivery of fewer days as remain until the Outside Date) following written notice to KTYB, in the case Buyer of a termination such breach or failure to perform; and (iii) has not been waived by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date);Seller; or (f) by: (1) KTYB ifby Buyer, if Seller shall have breached any representation or warranty or failed to perform any obligation, condition, covenant or agreement applicable to Seller, and such breach or failure to perform: (i) would give rise to the Board failure of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, condition set forth in Section 11.2; (ii) KTYB cannot be cured, or has complied in all respects with Section 5.14 not been cured within twenty (20) Business Days following Buyer’s delivery of written notice to Seller of such breach or failure to perform; and (iii) in the case of clause (i)has not been waived by Buyer; provided, immediately after the termination of this Agreementhowever, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(1) is conditioned on and subject to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b12.1(d), and any purported termination pursuant to this Section 7.1(f)(112.1(e) or Section 12.1(f) shall not be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or (2) SYBT prior available to the time the Requisite KTYB Vote is obtained, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal any party that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, breached in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached material respect its obligations under Section 5.6 or Section 5.14 this Agreement in any material respect; or (g) by SYBT if greater than 5% manner that shall have proximately contributed to the failure of the outstanding shares of KTYB Common Stock have become and remain Dissenting SharesTransactions to be consummated.

1Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after adoption of this Agreement by the shareholders of Company: (a) by mutual consent of SYBT Purchaser and KTYB Company in a written instrument, if the Board instrument signed by each of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsCompany and Purchaser; (b) by either SYBT Purchaser or KTYB Company if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger other transactions contemplated hereby and the such denial has become final and nonappealable, nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Mergertransactions contemplated by this Agreement, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking such party set forth herein; (c) by either SYBT Purchaser or KTYB Company if the Merger shall not have been consummated on or before January 1March 31, 2022 2023 (the “Outside Termination Date”), unless the failure of the Closing to occur by the Outside Date such date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking such party set forth herein and such failure has caused or resulted in either (i) herein; provided, however, that if additional time is necessary solely to ​ ​ obtain any Requisite Regulatory Approval, the failure to satisfy the conditions set forth in Article VI prior to the Outside DateTermination Date shall be automatically extended until June 30, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date;2023. (d) by either SYBT Purchaser or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; Company (provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYBCompany, in the case of a termination by SYBTPurchaser, or SYBTPurchaser, in the case of a termination by KTYBCompany, which breach or failure to be true, either individually or in the aggregate with all other breaches by the such party (or failures of the such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.27.2, in the case of a termination by SYBTPurchaser, or Section 6.37.3, in the case of a termination by KTYBCompany, and which is not cured by the earlier of within forty-five (i45) the Outside Date or (ii) within thirty (30) calendar days (or the period of fewer days as remain until the Outside Date) following written notice to KTYBCompany, in the case of a termination by SYBTPurchaser, or to SYBTPurchaser, in the case of a termination by KTYBCompany, or which by its nature or timing cannot be cured during the 30-day such period (or the period of such fewer days as remain prior to the Outside Termination Date);; or (fe) by: (1) KTYB ifby Purchaser, if (i) prior to such time as the Requisite Company Vote is obtained, the Company or the Board of Directors of KTYB the Company (A) submits this Agreement to its shareholders without a recommendation for approval, or otherwise withdraws or materially and adversely modifies (or a duly authorized committee thereofpublicly discloses its intention to withdraw or materially and adversely modify) has authorized KTYB its recommendation as contemplated by Section 6.4, or recommends to enter into its shareholders an Alternative Acquisition Agreement with respect to a Superior ProposalProposal other than the Merger, or (B) shall have breached its obligations under Section 6.4 or Section 6.13; or (ii) KTYB has complied in all respects with Section 5.14 and a tender offer or exchange offer for 25% or more of the outstanding shares of Company Common Stock is commenced (iii) in the case of clause (iother than by Purchaser or a Subsidiary thereof), immediately after and the termination Board of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in Directors of the foregoing clause (i); provided Company recommends that the right shareholders of KTYB the Company tender their shares in such tender or exchange offer or otherwise fails to recommend that such shareholders reject such tender offer or exchange offer within the ten (10) business day period specified in Rule 14e-2(a) under the Exchange Act. The party desiring to terminate this Agreement pursuant to clause (b), (c), (d) or (e) of this Section 7.1(f)(1) is conditioned on and subject 8.1 shall give written notice of such termination to the prior payment by KTYB to SYBT of the Termination Fee other party in accordance with Section 7.2(b)9.4, and any purported termination specifying the provision or provisions hereof pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or (2) SYBT prior to the time the Requisite KTYB Vote which such termination is obtained, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Shares.effected

1Termination. This Agreement may be terminated and the Merger and the Asset Transfers may be abandoned at any time prior to the Effective Time:Closing (except as otherwise specified in this Section 9.1): (a) by mutual written consent of SYBT each of Black Creek Holdco and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsSellers; (b) by either SYBT Black Creek Holdco or KTYB the Sellers, if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity Authority of competent jurisdiction shall have issued a final nonappealable law an Order or order taken any other action permanently enjoining restraining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank MergerAsset Transfers, unless and such Order or other action shall have become final and non-appealable; provided that the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking right to terminate this Agreement under this Section 9.1(b) shall not be available to perform a Party if the failure of such Party to comply with any provision of this Agreement shall have been the cause of, or observe resulted in, the covenants and agreements issuance of the seeking party set forth hereinsuch final, non-appealable Order or taking of such other action by such Governmental Authority; (c) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either Black Creek Holdco if: (i) the failure USLF, USLV or USLV SubREIT shall have breached, violated or failed to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect perform any of its obligations under this Agreementrepresentations, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representationwarranties, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYBAgreement, which breach breach, violation or failure to be trueperform, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constituteaggregate, if occurring or continuing on at the Closing Date, (A) would result in the failure of a condition any of the conditions set forth in Section 6.2, in the case of a termination by SYBT, 8.2(a) or Section 6.3, in the case of 8.2(b) (a termination by KTYB“Seller Terminating Breach”), and which (B) such Seller Terminating Breach cannot be cured (or, if capable of cure, is not cured cured), and has not been waived by Black Creek Holdco, by the earlier of (i1) the Outside Date or forty-five (ii) within thirty (3045) days (or the period of fewer days as remain until the Outside Date) following after written notice of such Seller Terminating Breach is delivered by Black Creek Holdco to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period Sellers and (or the period of fewer days as remain 2) two (2) Business Days prior to the Outside Closing Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that Black Creek Holdco shall not have the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(19.1(c) is conditioned on if a Black Creek Holdco Terminating Breach shall have occurred and subject be continuing at the time Black Creek Holdco delivers notice of its election to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination terminate this Agreement pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee9.1(c)(i); or (ii) the Sellers are obligated to and fail to consummate the Merger and the Asset Transfers required under the terms of this Agreement (e.g., all of the Sellers’ conditions to Closing set forth in Article 8 have been satisfied or, to the extent permitted by Law, waived (other than conditions that, by their nature, are to be satisfied at the Closing)) and Black Creek Holdco stood ready, willing and able to consummate the Merger and the Asset Transfers at such time; (d) by the Sellers if: (i) Black Creek Holdco shall have breached, violated or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach, violation or failure to perform, either individually or in the aggregate, if continuing at the Closing (A) would result in the failure of any of the conditions set forth in Section 8.3(a) or 8.3(b) (a “Black Creek Holdco Terminating Breach”), and (B) such Black Creek Holdco Terminating Breach cannot be cured (or, if capable of cure, is not cured), and has not been waived by each of the Sellers, by the earlier of (1) forty-five (45) days after written notice of such Black Creek Holdco Terminating Breach is delivered by the Sellers to Black Creek Holdco and (2) SYBT two (2) Business Days prior to the Closing Date; provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if a Seller Terminating Breach shall have occurred and be continuing at the time the Requisite KTYB Vote is obtained, if (i) the Board Sellers deliver notice of Directors of KTYB shall have (A) failed their election to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse terminate this Agreement pursuant to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under this Section 5.6 or Section 5.14 in any material respect9.1(d)(i); or (gii) Black Creek Holdco is obligated to and fails to consummate the Merger and the Asset Transfers required under the terms of this Agreement (e.g., all of Black Creek Holdco’s conditions to Closing set forth in Article 8 have been satisfied or, to the extent permitted by SYBT if greater Law, waived (other than 5% of conditions that, by their nature, are to be satisfied at the outstanding shares of KTYB Common Stock have become Closing)) and remain Dissenting Sharesthe Sellers stood ready, willing and able to consummate the Merger and the Asset Transfers at such time.

1Termination. This Agreement may be terminated and the Offer and the Merger may be abandoned (other than in the case of Section 8.1(a), by written notice of the terminating party (acting through such party’s board of directors or its designee) to the other parties): (a) by mutual written consent of Parent and the Company at any time prior to the Effective Time: Time (a) by mutual consent of SYBT and KTYB in a written instrument, if the Board of Directors of each so determines by a vote of a majority notwithstanding receipt of the members of its entire Board of DirectorsRequired Company Shareholder Vote); (b) by either SYBT Parent or KTYB if the Company at any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval time prior to the Effective Time (notwithstanding receipt of the Merger Required Company Shareholder Vote) if a court or the Bank Merger and the denial has become final and nonappealable, or any other Governmental Entity Body of competent jurisdiction in the United States shall have issued a final nonappealable law and non-appealable Order or order shall have taken any other action, having the effect of (i) permanently restraining, enjoining or otherwise prohibiting (A) the acquisition or acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or (B) the Merger or (ii) making illegal the acquisition of or payment for shares of Company Common Stock pursuant to the Offer, or the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein; (c) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereofillegal; provided, however, that no a party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, or Section 6.3, in the case of a termination by KTYB, and which is not cured by the earlier of (i) the Outside Date or (ii) within thirty (30) days (or the period of fewer days as remain until the Outside Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB permitted to terminate this Agreement pursuant to this Section 7.1(f)(18.1(b) if the issuance of such Order or the taking of such action is conditioned on and subject caused by or resulted from the failure of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Effective Time; (c) by either Parent or the Company at any time prior payment by KTYB to SYBT of the Termination Fee Acceptance Time if the Offer shall have expired or shall have been terminated in accordance with Section 7.2(b)the terms of this Agreement (including Exhibit C) without Merger Sub having accepted shares of Company Common Stock for payment pursuant to the Offer; provided, and any purported termination however, that (i) a party shall not be permitted to terminate this Agreement pursuant to this Section 7.1(f)(18.1(c) if (A) the failure of Merger Sub to accept shares of Company Common Stock for payment pursuant to the Offer is caused by or resulted from the failure of an Offer Condition to be satisfied and (B) the failure of such Offer Condition to be satisfied is caused by or resulted from to a failure, on the part of the party seeking to terminate this Agreement, to perform any covenant in this Agreement required to be performed by such party at or prior to the Acceptance Time and (ii) the Company shall not be void and of no force permitted to terminate this Agreement pursuant to this Section 8.1(c) unless the Company shall have made any payment required to be made to Parent pursuant to Section 8.3(a); (d) by either Parent or effect the Company if KTYB the Acceptance Time shall not have paid occurred on or prior to June 30, 2020 (the “Outside Date”); provided, however, that (i) a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(d) if (A) the failure of the Acceptance Time to occur on or prior to the Outside Date is attributable to the failure of an Offer Condition to be satisfied and SYBT (B) the failure of such Offer Condition to be satisfied is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Acceptance Time and (ii) the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(d) unless the Company shall have made any payment required to be made to Parent pursuant to Section 8.3(a); (e) by Parent at any time prior to the Acceptance Time if a Triggering Event shall have occurred; (f) by Parent at any time prior to the Acceptance Time if any of the Company’s representations or warranties contained in this Agreement shall be inaccurate as of the date of this Agreement or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in clause “(a)” of Exhibit C would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded and (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded), a Company Material Adverse Effect has occurred, or any event shall have occurred or facts or circumstances shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Company Material Adverse Effect or the Company shall have failed to perform any of its covenants or agreements contained in this Agreement, such that the condition set forth in clause “(b)” of Exhibit C would not be satisfied; provided, however, that if (A) any inaccuracy in any of the Company’s representations or warranties as of a date subsequent to the date of this Agreement or failure to perform any of the Company’s covenants or agreements is curable by the Company prior to the earlier of the Outside Date or 30 days after the date on which the Company is notified by Parent in writing of such inaccuracy or failure to perform and (B) the Company is continuing to exercise reasonable efforts to cure such inaccuracy or failure to perform, then Parent may not terminate this Agreement under this Section 8.1(f) on account of such inaccuracy or failure to perform (1) during such 30 day (or shorter) period or (2) after such 30 day period, if such inaccuracy or failure to perform shall have been fully cured; provided, further, however, that Parent shall not have received the Termination Fee; or (2right to terminate this Agreement pursuant to this Section 8.1(f) SYBT prior to the time the Requisite KTYB Vote if Parent of Merger Sub is obtainedthen in material breach of any of its representations, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statementwarranties, covenants or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; oragreements hereunder; (g) by SYBT the Company at any time prior to the Acceptance Time if greater than 5% (i) any of Parent’s or Merger Sub’s representations or warranties contained in this Agreement shall be inaccurate as of the outstanding date of this Agreement or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date) (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date, all materiality qualifications limiting the scope of such representations and warranties shall be disregarded) and such inaccuracy has a material adverse effect on Merger Sub’s ability to purchase and pay for shares of KTYB Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer or (ii) Parent or Merger Sub shall have become failed to perform any of their covenants or agreements contained in this Agreement and remain Dissenting Shares.such failure has a material adverse effect on Merger Sub’s ability to purchase and pay for the shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer; provided, however, that if (A) any inaccuracy of any of Parent’s or Merger Sub’s representations or warranties as of a date subsequent to the date of this Agreement or failure to perform Parent’s or Merger Sub’s covenants or agreements is curable by Parent or Merger Sub prior to the earlier of the Outside Date or 30 days after the date on which Parent and Merger Sub are notified by the Company in writing of such breach or failure to perform and (B) Parent or Merger Sub are continuing to exercise reasonable efforts to cure such inaccuracy or failure to perform, then the Company may not terminate this Agreement under this Section 8.1(g) on account of such inaccuracy or failure to perform (1) during such 30 day (or shorter) period or (2) after such 30 day period, if such inaccuracy or failure to perform shall have been fully cured; provided, further, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(g) if the Company is then in material breach of any of its representations, warranties, covenants or agreements hereunder; or (h) by the Company, subject to the Company’s compliance with Section 5.3(g), at any time prior to the Acceptance Time in order to accept a Superior Offer and enter into a binding, written, definitive agreement providing for the consummation of the transaction contemplated by such Superior Offer (the “Specified Definitive Acquisition Agreement”), if: (i) the Company Board authorizes the Company, subject to complying with the terms of this Agreement, to enter into a Specified Definitive Acquisition Agreement; (ii) immediately prior to or substantially concurrently with the termination of this Agreement, the Company enters into the Specified Definitive Acquisition Agreement with respect to such Superior Offer; and (iii) the Company immediately prior to or concurrently with such termination, pays to Parent the payment required to be made to Parent pursuant to Section 8.3(d);

1Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after adoption of this Agreement by the stockholders of Company: (a) by mutual consent of SYBT Purchaser and KTYB Company in a written instrument, if the Board instrument signed by each of Directors of each so determines by a vote of a majority of the members of its entire Board of DirectorsCompany and Purchaser; (b) by either SYBT Purchaser or KTYB Company if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or the Bank Merger other transactions contemplated hereby and the such denial has become final and nonappealable, nonappealable or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Mergertransactions contemplated by this Agreement, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking such party set forth herein; (c) by either SYBT Purchaser or KTYB Company if the Merger shall not have been consummated on or before January 1April 18, 2022 2023 (the “Outside Termination Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements is in breach of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure terms of the Closing to have occurred on or prior to the Outside Datethis Agreement; (d) by either SYBT Purchaser or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; Company (provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYBCompany, in the case of a termination by SYBTPurchaser, or SYBTPurchaser, in the case of a termination by KTYBCompany, which breach or failure to be true, either individually or in the aggregate with all other breaches by the such party (or failures of the such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.27.2, in the case of a termination by SYBTPurchaser, or Section 6.37.3, in the case of a termination by KTYBCompany, and which is not cured by the earlier of within forty-five (i45) the Outside Date or (ii) within thirty (30) calendar days (or the period of fewer days as remain until the Outside Date) following written notice to KTYBCompany, in the case of a termination by SYBTPurchaser, or to SYBTPurchaser, in the case of a termination by KTYBCompany, or which by its nature or timing cannot be cured during the 30-day such period (or the period of such fewer days as remain prior to the Outside Termination Date);; or ​ ​ (fe) by: (1) KTYB ifby Purchaser, if (i) prior to such time as the Requisite Company Vote is obtained, the Company or the Board of Directors of KTYB the Company (A) submits this Agreement to its stockholders without a recommendation for approval, or otherwise withdraws or materially and adversely modifies (or a duly authorized committee thereofpublicly discloses its intention to withdraw or materially and adversely modify) has authorized KTYB its recommendation as contemplated by Section 6.4, or recommends to enter into its stockholders an Alternative Acquisition Agreement with respect to a Superior ProposalProposal other than the Merger, or (B) shall have breached its obligations under Section 6.4 or Section 6.13; or (ii) KTYB has complied in all respects with Section 5.14 and a tender offer or exchange offer for 25% or more of the outstanding shares of Company Common Stock is commenced (iii) in the case of clause (iother than by Purchaser or a Subsidiary thereof), immediately after and the termination Board of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in Directors of the foregoing clause (i); provided Company recommends that the right stockholders of KTYB the Company tender their shares in such tender or exchange offer or otherwise fails to recommend that such stockholders reject such tender offer or exchange offer within the ten (10) business day period specified in Rule 14e-2(a) under the Exchange Act. The party desiring to terminate this Agreement pursuant to clause (b), (c), (d) or (e) of this Section 7.1(f)(1) is conditioned on and subject 8.1 shall give written notice of such termination to the prior payment by KTYB to SYBT of the Termination Fee other party in accordance with Section 7.2(b), and any purported termination 10.4 specifying the provision or provisions hereof pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or (2) SYBT prior to the time the Requisite KTYB Vote which such termination is obtained, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Shares.effected

1Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time:, whether before or after receipt of the Requisite Company Vote (except as otherwise expressly noted): (a) by the mutual written consent of SYBT the Company and KTYB Parent duly authorized by each of their respective boards of directors (in a written instrument, if the Board of Directors of each so determines by a vote of a majority case of the members Company, acting upon the recommendation of its entire Board of Directors;the Independent Committee); or (b) by either SYBT or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger Company or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein;Parent: (ci) by either SYBT or KTYB if the Merger shall not have been consummated on or before January 1, 2022 the date falling twelve (12) months from the date of this Agreement (the “Outside Termination Date”); provided that the condition to the Closing set forth in Section 7.2(e) has been satisfied or waived on or before the Termination Date; provided, unless however, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available to a party if the failure of the Closing Merger to occur by have been consummated on or before the Outside Termination Date shall be was primarily due primarily to the breach or failure of such party to perform in any material respect any of its obligations under this Agreement; (ii) if (x) the party seeking Merger shall not have been consummated on or before the Termination Date solely due to the condition to the Closing set forth in Section 7.2(e) failing to be satisfied or waived, and (y) the condition to the Closing set forth in Section 7.2(e) shall not have been satisfied on or before the date falling three (3) months from the Termination Date; (iii) if any Injunction permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger shall become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b)(iii) shall not be available to a party if the issuance of such Injunction was primarily due to the breach or failure of such party to perform or observe the covenants and agreements in any material respect any of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date;its obligations under this Agreement; or (div) by either SYBT or KTYB if the Shareholders’ Meeting shall have been held and completed and the Requisite KTYB Company Vote shall not have been obtained at the KTYB Shareholders’ Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(dor (c) by Parent, (i) if the party has representations and warranties of the Company shall have become untrue after the date of this Agreement or the Company shall have breached in any material respect or failed to perform any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYBAgreement, which failure to be true and correct, breach or failure to be true, either individually or in the aggregate with all other breaches by the party perform (or failures of the representations or warranties A) would give rise to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, 7.1 or Section 6.3, in the case of a termination by KTYB, 7.2 and which is (B) cannot be cured by the earlier Company by the Termination Date, or if capable of (i) the Outside Date or (ii) being cured, shall not have been cured within thirty (30) days (or Business Days following receipt by the period Company of fewer days as remain until the Outside Date) following written notice of such breach or failure to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior to the Outside Date); (f) by: (1) KTYB if, (i) the Board of Directors of KTYB (or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB perform from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(f)(18.1(c)(i) is conditioned on and subject to the prior payment by KTYB to SYBT of basis for such termination (or, if earlier, the Termination Fee in accordance with Section 7.2(bDate); provided, and any purported termination however, that, Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(f)(18.1(c)(i) shall be void and if either Parent or Merger Sub is then in material breach of no force any representations, warranties, covenants or effect if KTYB shall other agreements hereunder that would result in the conditions to Closing set forth in Section 7.1 or Section 7.3 not have paid and SYBT shall not have received the Termination Feebeing satisfied; or (2ii) SYBT prior if (A) the Company Board, whether or not permitted to do so by this Agreement, shall have effected a Company Adverse Recommendation, or shall have resolved to take any such action; or (B) the time Company or the Requisite KTYB Vote is obtained, if Company Board shall have publicly announced its intention to do any of the foregoing; or (d) by the Company, (i) if the Board representations and warranties of Directors of KTYB Parent or Merger Sub shall have become untrue after the date of this Agreement or Parent or Merger Sub shall have breached or failed to perform any of their covenants or agreements contained in this Agreement, which failure to be true and correct, breach or failure to perform (A) failed would give rise to include the Board Recommendation failure of a condition set forth in Section 7.1 or Section 7.3 and (B) cannot be cured by the Termination Date, or if capable of being cured, shall not have been cured within thirty (30) Business Days following receipt by Parent or Merger Sub of written notice of such breach or failure to perform from the Company stating the Company’s intention to terminate this Agreement pursuant to this Section 8.1(d) and the basis for such termination (or, if earlier, the Termination Date); provided, however, that, the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(d) if it is then in material breach of any representations, warranties, covenants or other agreements hereunder that would result in the Proxy Statementconditions to Closing set forth in Section 7.1 or Section 7.2 not being satisfied; (ii) prior to obtaining the Requisite Company Vote, or withdrawnthe Company Board (upon the recommendation of the Independent Committee) has effected a Company Adverse Recommendation; provided that the Company has complied in all material respects with Section 6.2; or (iii) if (A) all of the conditions to closing contained in Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing), modified or qualified (B) Parent and Merger Sub fail to complete the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed Closing within ten (10) business days after Business Days following the commencement of date the tender or exchange offerClosing should have occurred pursuant to Section 2.2, in any case whether or not permitted by and (C) the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention Company stands ready, willing and able to do so, or failed to issue a press release announcing its unqualified opposition to consummate the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Sharestransactions contemplated hereby during such period.

1Termination. This Agreement If the Premises or the Property, or any material part thereof shall be destroyed or damaged by fire or casualty, shall be taken by any public authority or for any public use or shall be condemned by the action of any public authority, then the term of this Lease may be terminated at the election of Landlord. Such election, which may be made notwithstanding the fact that Landlord’s entire interest may have been divested, shall be made by the giving of notice by Landlord to Tenant not later than one hundred twenty (120) days after the date of the taking or casualty. In the event that any material portion of the Premises is made unusable for the conduct of Tenant’s business due to a taking or condemnation by any public authority (other than temporarily for a period of less than one hundred eighty (180) days), then the term of this Lease may be terminated at the election of Tenant by the giving of notice by Tenant to Landlord within sixty (60) days after the date of the taking or condemnation. In the event any material part of the Premises shall be destroyed or damaged or shall be made inaccessible or untenantable by fire or other casualty (and Landlord has not elected to terminate the term of this Lease pursuant to the preceding paragraph), then within a reasonable time after the occurrence of such casualty damage, Landlord shall give Tenant a notice (the “Restoration Notice”) advising Tenant whether or not Landlord intends to restore the Premises and access thereto to a condition substantially the same as existed immediately prior to such damage (subject to any modification required by then current laws, rules, regulations and ordinances and excluding any improvements to the Effective Time: Premises made by or on behalf of Tenant) and if Landlord intends to so restore, of the time required to substantially complete such work, as reasonably estimated by an architect or general contractor selected by Landlord. If the Restoration Notice indicates either that (a) by mutual consent of SYBT and KTYB in a written instrumentLandlord shall not restore the Premises as provided above, if the Board of Directors of each so determines by a vote of a majority of the members of its entire Board of Directors; or (b) by either SYBT the estimated time required for Landlord to substantially complete such restoration work shall exceed one hundred and eighty (180) days from the occurrence of such casualty damage or KTYB if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval the number of days which as of the Merger or the Bank Merger and the denial has become final and nonappealable, or any Governmental Entity of competent jurisdiction shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation date of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due primarily to the failure casualty constitutes more than half of the party seeking then remainder of the term, whichever period is shorter, Tenant may elect to terminate the term of this Agreement Lease by giving notice to perform or observe the covenants and agreements of the seeking party set forth herein; (c) by either SYBT or KTYB if the Merger shall Landlord not have been consummated on or before January 1, 2022 (the “Outside Date”), unless the failure of the Closing to occur by the Outside Date shall be due primarily to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of the seeking party set forth herein and such failure has caused or resulted in either (i) the failure to satisfy the conditions set forth in Article VI prior to the Outside Date, or (ii) the failure of the Closing to have occurred on or prior to the Outside Date; (d) by either SYBT or KTYB if the Requisite KTYB Vote shall not have been obtained at the KTYB Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no party may terminate this Agreement pursuant to this Section 7.1(d) if the party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that primarily caused the failure to obtain the Requisite KTYB Vote at the KTYB Meeting or at any adjournment or postponement thereof; (e) by either SYBT or KTYB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any representation or warranty shall cease to be true) set forth in this Agreement on the part of KTYB, in the case of a termination by SYBT, or SYBT, in the case of a termination by KTYB, which breach or failure to be true, either individually or in the aggregate with all other breaches by the party (or failures of the representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 6.2, in the case of a termination by SYBT, or Section 6.3, in the case of a termination by KTYB, and which is not cured by the earlier of (i) the Outside Date or (ii) within later than thirty (30) days (after the date on which Landlord gives Tenant the Restoration Notice. Notwithstanding the foregoing, Tenant shall have no right to terminate the term of this Lease due to a fire or other casualty if the period of fewer days as remain until the Outside Date) following written notice to KTYB, in the case of a termination by SYBT, or to SYBT, in the case of a termination by KTYB, or which by its nature or timing cannot be cured during the 30-day period (or the period of fewer days as remain prior cause thereof was due to the Outside Date); (f) by: (1) KTYB if, (i) the Board gross negligence or intentional misconduct of Directors Tenant or any subtenant of KTYB (Tenant or a duly authorized committee thereof) has authorized KTYB to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) KTYB has complied in all respects with Section 5.14 and (iii) in the case any agent or employee of clause (i), immediately after the termination of this Agreement, KTYB enters into an Alternative Acquisition Agreement with respect to a Superior Proposal referred to in the foregoing clause (i); provided that the right of KTYB to terminate this Agreement pursuant to this Section 7.1(f)(1) is conditioned on and subject to the prior payment by KTYB to SYBT of the Termination Fee in accordance with Section 7.2(b), and any purported termination pursuant to this Section 7.1(f)(1) shall be void and of no force or effect if KTYB shall not have paid and SYBT shall not have received the Termination Fee; or (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if (i) the Board of Directors of KTYB shall have (A) failed to include the Board Recommendation in the Proxy Statement, or withdrawn, modified or qualified the Board Recommendation in a manner adverse to SYBT, or publicly disclosed that it intends to do so, or failed to recommend against acceptance of a tender offer or exchange offer constituting an Acquisition Proposal that has been publicly disclosed within ten (10) business days after the commencement of the tender or exchange offer, in any case whether or not permitted by the terms hereof or (B) recommended or endorsed an Acquisition Proposal or publicly disclosed its intention to do so, or failed to issue a press release announcing its unqualified opposition to the Acquisition Proposal within ten (10) business days after an Acquisition Proposal is publicly announced, or (ii) KTYB Tenant or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; or (g) by SYBT if greater than 5% of the outstanding shares of KTYB Common Stock have become and remain Dissenting Sharessubtenant(s).