Common use of 2Capitalization Clause in Contracts

2Capitalization. (a) As of the date of this Agreement, the authorized capital stock of SYBT consists of 40,000,000 shares of SYBT Common Stock and 1,000,000 shares of preferred stock, no par value (“SYBT Preferred Stock”). As of the date of this Agreement there were (i) 22,692,362 shares of SYBT Common Stock issued and outstanding, (ii) no shares of SYBT Preferred Stock issued and outstanding, and (iii) 435,156 shares of SYBT Common Stock reserved for issuance under SYBT’s 2015 Omnibus Equity Compensation Plan (the “SYBT Equity Plan”). As of the date of this Agreement, except as set forth in the immediately preceding sentence and for shares of SYBT Common Stock reserved for issuance in connection with the transactions contemplated by this Agreement, there are no other shares of capital stock or other voting securities of SYBT issued, reserved for issuance or outstanding. (b) All of the issued and outstanding shares of SYBT Common Stock and Merger Subsidiary Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of SYBT or of Merger Subsidiary may vote. Other than under the SYBT Equity Plan, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating SYBT or Merger Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of SYBT Common Stock, Merger Subsidiary Common Stock or other equity interests of SYBT or Merger Subsidiary. (c) SYBT owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the SYBT Subsidiaries, free and clear of any Liens, and all of the shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No SYBT Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of a SYBT Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. (d) All of the issued and outstanding capital stock of Merger Subsidiary is, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, the Merger and the other transactions contemplated hereby.

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

2Capitalization. (a) As The authorized capital of the date of this AgreementCompany consists, immediately prior to the authorized capital stock of SYBT consists of 40,000,000 Closing, of: (i) Not less than 100,000,000 shares of SYBT Common Stock and 1,000,000 shares of preferred common stock, no $0.0001 par value per share (the “SYBT Preferred Common Stock”). As of the date Rollover and Sale Closing, all of this Agreement there were (i) 22,692,362 the outstanding shares of SYBT Common Stock will have been duly authorized, will be fully paid and nonassessable and will have been issued in compliance with all applicable federal and outstanding, state securities laws. Parent holds no Common Stock in its treasury. (ii) no Not more than 155,000 shares of SYBT Preferred Stock issued and outstandingStock, and (iii) 435,156 shares of SYBT Common Stock reserved for issuance under SYBT’s 2015 Omnibus Equity Compensation Plan $0.0001 par value per share (the “SYBT Equity PlanPreferred Stock”), all of which have been designated as “Series A Preferred Stock,” none of which are issued and outstanding immediately prior to the Closing. As The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the Delaware General Corporation Law. The Company holds no Preferred Stock in its treasury. (b) The issued and outstanding Equity Interests of the Company, the holder of such Equity Interests and the number and class of such interests as of the date of this Agreement are set forth on Subsection 2.2(b) of the Disclosure Schedule. Except for the conversion privileges of the shares of Series A Preferred Stock to be issued under this Agreement and the Contribution Agreement, except as set forth in and the immediately preceding sentence and for shares of SYBT Company’s obligation to consummate the Common Stock reserved for issuance in connection with the transactions contemplated by this AgreementEquity Investment, there are no other outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company, or for the Company to issue, any shares of capital Common Stock or Preferred Stock, or any Equity Interests. There are no outstanding obligations of the Company (contingent or otherwise) to repurchase, redeem or otherwise acquire, directly or indirectly, any Equity Interests of the Company. The Company is not subject to, and no Person has any right to and, to the Company’s knowledge, there is no condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a valid claim by any Person to the effect that such Person is entitled to acquire any Equity Interests of the Company. There are no outstanding stock-appreciation rights, stock-based performance units, “phantom” stock rights or other voting securities similar contracts or obligations of SYBT issuedany character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, reserved for issuance earnings or outstanding. (b) All financial performance, equity value or other attribute of the issued and outstanding shares of SYBT Common Stock and Merger Subsidiary Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereofCompany. There are no bonds, debentures, notes or other indebtedness that have of the Company outstanding having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders any stockholders of SYBT or of Merger Subsidiary the Company may vote. Other than under the SYBT Equity Plan, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating SYBT or Merger Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities. There are no voting trusts, shareholder agreements, proxies declared or other agreements in effect accrued but unpaid dividends or distributions with respect to the voting or transfer of SYBT Common Stock, Merger Subsidiary Common Stock or other equity interests of SYBT or Merger Subsidiary. (c) SYBT owns, directly or indirectly, all any Equity Interests of the issued Company and outstanding shares of capital stock or other equity ownership interests of each of there is no liability for distributions accrued and unpaid by the SYBT Subsidiaries, free and clear of any Liens, and all of the shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No SYBT Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of a SYBT Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such SubsidiaryCompany. (d) All of the issued and outstanding capital stock of Merger Subsidiary is, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, the Merger and the other transactions contemplated hereby.

2Capitalization. (a) As of the date of this Agreementhereof, the authorized capital stock of SYBT Seller consists exclusively of 40,000,000 5,000,000 shares of SYBT Common Stock and 1,000,000 shares of preferred common stock, no $0.01 par value (“SYBT Preferred Stock”). As per share, of which as of the date of this Agreement there were (i) 22,692,362 hereof 2,561,600 shares are issued and 1,745,258 shares are voting and 601,657 shares of SYBT Common Stock issued and non-voting are outstanding, (ii) no shares of SYBT Preferred Stock issued and outstanding, and (iii) 435,156 shares of SYBT Common Stock reserved for issuance under SYBT’s 2015 Omnibus Equity Compensation Plan (the “SYBT Equity Plan”). As of the date of this Agreement, except Except as set forth in Section 3.2 of the immediately preceding sentence Seller Disclosure Schedule, Seller does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of SYBT Seller Common Stock reserved for issuance in connection with or any other equity securities of Seller or any of its Subsidiaries or any securities representing the transactions contemplated by this Agreement, there are no other right to purchase or otherwise receive any shares of capital stock Seller Common Stock or other voting equity securities of SYBT issued, reserved for issuance Seller or outstanding. (b) All any of the issued and its Subsidiaries. The outstanding shares of SYBT Seller Common Stock and Merger Subsidiary Common Stock have been are duly authorized and validly issued and are outstanding, fully paidpaid and nonassessable, nonassessable and, except as Previously Disclosed, subject to no preemptive rights (and free were not, and will not be, issued in violation of any preemptive rights, with no personal liability attaching to the ownership thereof). There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of SYBT or of Merger Subsidiary Seller may vote. Other than There are no obligations of Seller or CB pursuant to which Seller or CB is or could be required pursuant to the terms thereof to register any of its securities under the SYBT Equity PlanSecurities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”). Except as set forth in Section 3.2 of the date Seller Disclosure Schedule no trust preferred or subordinated debt securities of this Agreement Seller or CB are issued or outstanding. Except as set forth in Section 3.2 of the Seller Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating SYBT or Merger Subsidiary Seller to issue, transfer, sell, purchase, redeem or otherwise acquire, any shares of Seller Common Stock or any other of its securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of SYBT Common Stock, Merger Subsidiary Seller Common Stock or other equity interests of SYBT or Merger Subsidiary. (c) SYBT owns, directly or indirectly, all to which Seller is a party. As of the issued and outstanding shares of capital stock or other equity ownership interests of each of date hereof, Seller has entered into Stock Option Award Agreements under the SYBT Subsidiaries, free and clear of any Liens, and all of the shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, Stock Option Plan with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No SYBT Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any 125,000 shares of capital stock or any other equity security Seller Common Stock. Section 3.2 of a SYBT Subsidiary or any securities representing the right to purchase or otherwise receive any Seller Disclosure Schedule further sets forth all outstanding Options and the name of each holder, the number of shares of capital stock or any other equity security Seller Common Stock subject to outstanding Options, the vesting dates, grant dates, expiration dates and exercise prices for all outstanding Options; as well as all outstanding Restricted Shares and the name of such Subsidiary. (d) All each holder, the number of Restricted Shares, the issued and outstanding capital stock of Merger Subsidiary isvesting dates, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, the Merger and the other transactions contemplated herebygrant dates.

2Capitalization. (a) As of the date of this Agreementhereof, the authorized capital stock of SYBT Buyer consists of 40,000,000 (i) 25,000,000 shares of SYBT Buyer Common Stock Stock, of which as of the date hereof, 9,227,091 shares were outstanding, and 1,000,000 (ii) 500,000 shares of preferred stock, no par value (“SYBT Preferred Stock”)$.01 per share, of which none were outstanding as of the date hereof. As of the date of this Agreement there were (i) 22,692,362 hereof, Buyer had 104,000 shares of SYBT Buyer Common Stock issued which are issuable and outstanding, (ii) no shares of SYBT Preferred Stock issued and outstanding, and (iii) 435,156 shares of SYBT Common Stock reserved for issuance under SYBT’s 2015 Omnibus Equity Compensation Plan (upon exercise of Buyer stock options. Xxxxx also has granted 15,260 performance shares which are expected to be issued in installments over the “SYBT Equity Plan”)next five years, subject to grantees’ continued employment and the attainment of profitability targets set forth in the award agreements. As of the date of this Agreement, except Except as set forth in the immediately preceding sentence Section 4.2(a) of Buyer’s Disclosure Schedule, Buyer does not have and for shares of SYBT Common Stock reserved for issuance in connection with the transactions contemplated by this Agreement, there are no other shares of capital stock or other voting securities of SYBT issued, reserved for issuance or outstanding. (b) All of the issued and outstanding shares of SYBT Common Stock and Merger Subsidiary Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of SYBT or of Merger Subsidiary may vote. Other than under the SYBT Equity Plan, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating SYBT or Merger Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of SYBT Common Stock, Merger Subsidiary Common Stock or other equity interests of SYBT or Merger Subsidiary. (c) SYBT owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the SYBT Subsidiaries, free and clear of any Liens, and all of the shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No SYBT Subsidiary has or is not bound by any other outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock Buyer Common Stock or any other equity security securities of a SYBT Subsidiary Buyer or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock Buyer Common Stock or other equity securities of Buyer or any other equity security of such Subsidiaryits Subsidiaries. The outstanding shares of Buyer Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). (db) All The shares of Buyer Common Stock to be issued in exchange for shares of Seller Common Stock in the Merger, when issued and outstanding capital stock in accordance with the terms of Merger Subsidiary is, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, with no personal liability attaching to the Merger ownership thereof, subject to no preemptive rights and authorized for trading on the other transactions contemplated herebyNasdaq.

2Capitalization. (a) As The authorized capital of the date of this AgreementCompany consists, immediately prior to the authorized capital stock of SYBT consists of 40,000,000 Initial Closing, of: (i) [Authorized Common Stock]4 shares of SYBT Common Stock and 1,000,000 shares of preferred common stock, no $[Par Value Common Stock] par value per share (the “SYBT Preferred Common Stock”), [Issued and Outstanding Common Stock] shares of which are issued and outstanding immediately prior to the Initial Closing. As All of the date of this Agreement there were (i) 22,692,362 outstanding shares of SYBT Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and outstanding, state securities laws. (ii) no [Authorized Preferred Stock]5 shares of SYBT Preferred Stock, of which [Authorized Series A Preferred Stock]6 shares have been designated Series A Preferred Stock, none of which are issued and outstanding immediately prior to the Initial Closing. 7 The rights, privileges and preferences of the Preferred Stock issued are as stated in the Restated Certificate and outstanding, and as provided by the Delaware General Corporation Law. (iiib) 435,156 The Company has reserved [Total Stock Plan Reserve] shares of SYBT Common Stock reserved for issuance under SYBT’s 2015 Omnibus Equity Compensation to officers, directors, employees and consultants of the Company pursuant to its [Stock Plan Name] duly adopted by the Board of Directors and approved by the Company stockholders (the “SYBT Equity Stock Plan”). As Of such reserved shares of Common Stock, [Restricted Stock Issued from Stock Plan] shares have been issued pursuant to restricted stock purchase agreements, options to purchase [Options Granted under Stock Plan] shares have been granted and are currently outstanding, and [Shares Reserved and Available under Stock Plan] shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. The Company has furnished to the Purchasers complete and accurate copies of the date Stock Plan and forms of agreements used thereunder. (c) Subsection 2.2(c) of the Disclosure Schedule sets forth the capitalization of the Company immediately following the Initial Closing. Except for (A) the conversion privileges of the Shares to be issued under this Agreement, except (B) the rights provided in Section 4 of the Investors’ Rights Agreement, and (C) the securities and rights described in Subsection ‎2.2(a)(ii) and Subsection 2.2(c) of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Series A Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Series A Preferred Stock. All outstanding shares of the Company’s Common Stock and all shares of the Company’s Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than one hundred eighty (180) days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act. (d) None of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events, including without limitation in the case where the Company’s Stock Plan is not assumed in an acquisition. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the immediately preceding sentence and for shares Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of SYBT Common Stock reserved for issuance in connection with its capital stock. (e) The Company has obtained valid waivers of any rights by other parties to purchase any of the transactions contemplated Shares covered by this Agreement, there are no other shares of capital stock or other voting securities of SYBT issued, reserved for issuance or outstanding. (b) All of the issued and outstanding shares of SYBT Common Stock and Merger Subsidiary Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of SYBT or of Merger Subsidiary may vote. Other than under the SYBT Equity Plan, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating SYBT or Merger Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of SYBT Common Stock, Merger Subsidiary Common Stock or other equity interests of SYBT or Merger Subsidiary. (c) SYBT owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the SYBT Subsidiaries, free and clear of any Liens, and all of the shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No SYBT Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of a SYBT Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. (d) All of the issued and outstanding capital stock of Merger Subsidiary is, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, the Merger and the other transactions contemplated hereby.

2Capitalization. (a) As The authorized capital of the date Company consists, immediately prior to the Closing, of this Agreement, the authorized capital stock of SYBT consists of 40,000,000 20,000,000 shares of SYBT Common Stock, 7,450,000 shares of which are issued and outstanding immediately prior to the Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and 1,000,000 shares of preferred stock, no par value (“SYBT Preferred Stock”)nonassessable and were issued in compliance with all applicable federal and state securities Laws. As of the date of this Agreement there were (i) 22,692,362 shares of SYBT Common Stock issued and outstanding, (ii) no shares of SYBT Preferred Stock issued and outstanding, and (iii) 435,156 shares of SYBT Common Stock reserved for issuance under SYBT’s 2015 Omnibus Equity Compensation Plan (the “SYBT Equity Plan”). As of the date of this Agreement, except Except as set forth in on Section 2.2(a) of the immediately preceding sentence and for shares of SYBT Disclosure Schedule, the Company holds no Common Stock reserved for issuance in connection with the transactions contemplated by this Agreement, there are no other shares of capital stock or other voting securities of SYBT issued, reserved for issuance or outstandingits treasury. (b) All The Company has reserved 7,500,000 shares of Common Stock for issuance to officers, directors, employees and consultants of the issued Company pursuant to its 2019 Equity Incentive Plan duly adopted by the Board of Directors and outstanding approved by the Company stockholders (the “Stock Plan”). Of such reserved shares of SYBT Common Stock and Merger Subsidiary Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of SYBT or of Merger Subsidiary may vote. Other than under the SYBT Equity Plan, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating SYBT or Merger Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of SYBT Common Stock, Merger Subsidiary 650,000 shares have been issued pursuant to restricted stock purchase agreements of which 50,000 have been purchased back by the Company, options to purchase 450,000 shares have been granted and are currently outstanding, and 6,450,000 shares of Common Stock or other equity interests remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. The Company has furnished to Purchaser complete and accurate copies of SYBT or Merger Subsidiarythe Stock Plan and forms of agreements used thereunder. (c) SYBT owns, directly or indirectly, all Section 2.2(c) of the Disclosure Schedule sets forth the capitalization of the Company immediately following the Closing including the number of shares of the following: (i) issued and outstanding shares of capital stock or other equity ownership interests of each of the SYBT SubsidiariesCommon Stock, free and clear of any Liens, and all of the shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (exceptincluding, with respect to bank Subsidiariesrestricted Common Stock, as provided vesting schedule and repurchase price; (ii) outstanding stock options, including vesting schedule and exercise price; (iii) shares of Common Stock reserved for future award grants under 12 U.S.C. § 55 the Stock Plan; and (iv) warrants or any comparable provision of applicable federal or state law) and free of preemptive stock purchase rights, with if any. Except for (A) the conversion privileges of the Shares to be issued under this Agreement, (B) the rights provided in Sections 2 and 3.2 of the Stockholders’ Agreement, and (C) the securities and rights described in Section 2.2(b) of this Agreement and Section 2.2(c) of the Disclosure Schedule, there are no personal liability attaching to the ownership thereof. No SYBT Subsidiary has or is bound by any outstanding subscriptions, options, warrants, callsrights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, rightsorally or in writing, commitments or agreements of any character calling for the to purchase or issuance of acquire from the Company any shares of capital stock Common Stock or any other equity security of a SYBT Subsidiary preferred stock, or any securities representing the right to purchase convertible into or otherwise receive any exchangeable for shares of capital stock Common Stock or preferred stock. All outstanding shares of the Company’s Common Stock and all shares of the Company’s Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other equity security than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of such Subsidiarynot less than one hundred eighty (180) days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act. (d) All None of the issued and outstanding Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events, including, without limitation, in the case where the Company’s Stock Plan is not assumed in an acquisition. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. The Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock of Merger Subsidiary is, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, the Merger and the other transactions contemplated herebystock.

2Capitalization. (a) As of immediately prior to the date Effective Time, but prior to giving effect to the issuance of this Agreementthe Merger Shares, the Private Placement Offering and the Share Contribution, the authorized capital stock of SYBT consists the Parent will consist of 40,000,000 500,000,000 shares of SYBT Parent Common Stock and 1,000,000 shares of preferred stockStock, no $0.001 par value (“SYBT Preferred Stock”). As per share, of the date of this Agreement there were (i) 22,692,362 which 179,208,000 shares of SYBT Common Stock issued and outstanding, (ii) no shares of SYBT Preferred Stock will be issued and outstanding, and (iii) 435,156 5,000,000 shares of SYBT Parent Preferred Stock, of which 1,000,000 shares will be outstanding . The Parent Common Stock reserved is presently eligible for issuance under SYBT’s 2015 Omnibus Equity Compensation Plan quotation and trading on the OTC Markets Group Inc. (the “SYBT Equity PlanOTC Markets”)) and is not subject to any notice of suspension or delisting. As of the date of this Agreement, except as set forth in the immediately preceding sentence and for shares of SYBT Common Stock reserved for issuance in connection with the transactions contemplated by this Agreement, there are no other shares of capital stock or other voting securities of SYBT issued, reserved for issuance or outstanding. (b) All of the issued and outstanding shares of SYBT Parent Common Stock and Merger Subsidiary Common Parent Preferred Stock have been are duly authorized and authorized, validly issued and are issued, fully paid, nonassessable and free of all preemptive rights and have been issued in accordance with applicable laws, including, but not limited to, the Securities Act. Except as contemplated by the Transaction Documentation or as described in Section 3.2 of the Parent Disclosure Schedule, there are no outstanding or authorized options, warrants, convertible notes, rights, with no personal liability attaching agreements or commitments to which the ownership thereofParent is a party or which are binding upon the Parent providing for the issuance or redemption of any of its capital stock. There are no bondsoutstanding or authorized stock appreciation, debenturesphantom stock or similar rights with respect to the Parent. Except as contemplated by the Transaction Documentation, notes or other indebtedness that have the right to vote on any matters on which shareholders of SYBT or of Merger Subsidiary may vote. Other than under the SYBT Equity Plan, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable agreements to which the Parent is a party or convertible securities or other commitments or agreements obligating SYBT or Merger Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of SYBT Common Stockfirst refusal, Merger Subsidiary Common Stock co-sale rights or “drag-along” rights) of any securities of the Parent. There are no agreements among other equity interests parties, to which the Parent is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of SYBT first refusal, co-sale rights or Merger Subsidiary. (c“drag-along” rights) SYBT owns, directly or indirectly, all of any securities of the Parent. All of the issued and outstanding shares of capital stock or other equity ownership interests of each Parent Common Stock and Parent Preferred Stock were issued in compliance in all material respects with applicable federal and state securities laws. The Merger Shares to be issued at the Closing pursuant to Section 1.5 hereof, when issued and delivered in accordance with the terms hereof and of the SYBT SubsidiariesCertificate of Merger, free and clear of any Liens, and all of the shares or equity ownership interests are shall be duly authorized and validly issued issued, fully paid and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of all preemptive rights, rights and will be issued in compliance with no personal liability attaching applicable federal and state securities laws. After giving effect to the ownership surrender by the Split-Off Purchaser of 45,606,489 shares of Parent Common Stock and 1,000,000 shares of Parent Preferred Stock in connection with the Split-Off and the cancellation thereof. No SYBT Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for but prior to giving effect to the purchase or issuance of any the Merger Shares and to the Private Placement Offering, there will be 126,468,511 shares of capital stock or any other equity security of a SYBT Subsidiary or any securities representing the right to purchase or otherwise receive any Parent Common Stock and no shares of capital stock or any other equity security of such Subsidiary. (d) All of the Parent Preferred Stock issued and outstanding capital stock of Merger Subsidiary is, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, the Merger and the other transactions contemplated herebyoutstanding.

2Capitalization. (a) As of the date of this Agreement, the The authorized capital stock of SYBT the Company consists of 40,000,000 100,000,000 shares of SYBT Company Common Stock and 1,000,000 10,000,000 shares of the Company’s blank check preferred stock, no $0.001 par value per share (the “SYBT Company Preferred Stock”). As Without giving effect to the transactions contemplated by this Agreement or any of the date other Transaction Documentation, 10,000,000 shares of this Agreement Company Common Stock are or will be issued and outstanding and no shares of Company Preferred Stock are or will be issued and outstanding. No shares of Company Common Stock are held in the treasury of the Company. There are no outstanding options or warrants to purchase shares of Company Common Stock or Company Preferred Stock and there were is and will be no outstanding debt convertible into Company Preferred Stock. Section 2.2 of the Company Disclosure Schedule sets forth a complete and accurate list of (i) 22,692,362 shares all stockholders of SYBT the Company, indicating the number and class of Company Common Stock issued and outstandingheld by each stockholder, (ii) no all stock option plans and other stock or equity-related plans of the Company (“Company Equity Plans”) and the number of shares of SYBT Preferred Company Common Stock issued and outstandingremaining available for future awards thereunder, and (iii) 435,156 shares of SYBT all outstanding debt convertible into Company Common Stock reserved for issuance under SYBT’s 2015 Omnibus Equity Compensation Plan Stock, indicating (the “SYBT Equity Plan”). As of A) the date of this Agreementissue, except as set forth in (B) the immediately preceding sentence holder thereof, (C) the unpaid principal amount thereof, (D) the interest rate thereon, (E) the accrued and for unpaid interest thereon, (F) the number and class of shares of SYBT Company Common Stock reserved for issuance in connection with into which such debt is convertible, and (G) the transactions contemplated by this Agreement, there are no other shares of capital stock or other voting securities of SYBT issued, reserved for issuance or outstanding. (b) conversion price thereof. All of the issued and outstanding shares of SYBT Company Common Stock are, and Merger Subsidiary all shares of Company Common Stock that may be issued upon conversion of convertible debt will be (upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and, effective as of the Effective Time, free of all preemptive rights, and have been duly or will be issued in accordance with applicable laws, including but not limited to, the Securities Act. Other than the convertible debt listed in Section 2.2 of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, securities, rights, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any Company Common Stock or pursuant to which any outstanding Company Common Stock is subject to vesting. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Other than as listed in Section 2.2 of the Company Disclosure Schedule, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and validly by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. All of the issued and outstanding shares of Company Common Stock were issued in compliance in all material respects with applicable securities laws. All of the issued and outstanding shares of capital stock of each Company Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to . All issued and outstanding shares of capital stock of each Company Subsidiary are owned by the ownership thereof. There are no bonds, debentures, notes or Company free and clear of any restrictions on transfer (other indebtedness that have the right to vote on any matters on which shareholders of SYBT or of Merger Subsidiary may vote. Other than restrictions under the SYBT Equity PlanSecurities Act and state securities laws), claims, Security Interests (as of the date of this Agreement there are no outstanding subscriptionsdefined below), options, warrants, putsrights, contracts, calls, commitments, equities and demands. Except as set forth in 2.2 of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, exchangeable agreements or convertible securities commitments to which the Company or a Company Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of the Company or a Company Subsidiary (except as contemplated by this Agreement and the other commitments Transaction Documents). There are no outstanding stock appreciation, phantom stock or agreements obligating SYBT or Merger Subsidiary similar rights with respect to issue, transfer, sell, purchase, redeem or otherwise acquire, any securitiesa Company Subsidiary. There are no voting trusts, shareholder agreements, proxies or other agreements in effect or understandings with respect to the voting or transfer of SYBT Common Stockany capital stock of a Company Subsidiary. “Security Interest” means any mortgage, Merger Subsidiary Common Stock pledge, lien, encumbrance, charge, or other equity interests of SYBT security interest, other than (a) mechanic’s, materialmen’s, and similar liens, (b) liens for taxes not yet due and payable or Merger Subsidiary. for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) SYBT owns, directly or indirectly, all of the issued purchase money liens and outstanding shares of liens securing rental payments under capital stock or other equity ownership interests of each of the SYBT Subsidiaries, free and clear of any Lienslease arrangements, and all of the shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No SYBT Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of a SYBT Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. (d) All other liens arising in the ordinary course of business and not incurred in connection with the issued and outstanding capital stock borrowing of Merger Subsidiary is, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, the Merger and the other transactions contemplated herebymoney.

2Capitalization. (a) As of the date of this Agreement, the TRCC's authorized capital stock of SYBT consists of 40,000,000 of: (i) 500,000,000 shares of SYBT Common Stock and 1,000,000 shares of preferred stock, no par value $0.00025 (“SYBT Preferred Common Stock”). As , of the date of this Agreement there were (i) 22,692,362 which 4,207,138 shares of SYBT Common Stock issued and outstanding, (ii) no shares of SYBT Preferred Stock are issued and outstanding, and (iiiii) 435,156 50,000,000 shares of SYBT preferred stock par value $0.00025 (“Preferred Stock” and, together with the Common Stock reserved for issuance under SYBT’s 2015 Omnibus Equity Compensation Plan (the Stock, “SYBT Equity PlanCapital Stock”). As , of the date of this Agreement, except as set forth in the immediately preceding sentence and for which 424,633 shares of SYBT Common Series A Preferred Stock reserved for issuance in connection with are issued and outstanding. Immediately prior to the transactions contemplated by this AgreementClosing, there are TRCC shall have no other shares of capital stock or other voting securities of SYBT issued, reserved for issuance or outstanding. (b) All of the more than 4,207,138 issued and outstanding shares of SYBT Common Stock and Merger Subsidiary Common Stock have been duly authorized and validly 424,633 issued and outstanding shares of Preferred Stock prior to the issuance of the TRCC Shares pursuant to the terms of this Agreement. TRCC’s Equity Incentive Plan for the issuance of up to 600,000 shares has been approved by the TRCC board of directors and shareholders (the “TRCC Compensation Plan”); there are no options issued under the TRCC Compensation Plan as of the date hereof. All issued and outstanding shares of TRCC Capital Stock are duly authorized, validly issued, fully paid, nonassessable non-assessable and free of preemptive rights. When issued, with no personal liability attaching to the ownership thereofTRCC Shares will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. There are no bondsoutstanding or authorized options, debenturesrights, notes warrants, calls, convertible securities, rights to subscribe, conversion rights or other indebtedness that have agreements or commitments to which TRCC is a party or which are binding upon TRCC providing for the right issuance by TRCC or transfer by TRCC of additional shares of TRCC's Capital Stock and TRCC has not reserved any shares of its Capital Stock for issuance, nor are there any outstanding stock option rights, phantom equity or similar rights, contracts, arrangements or commitments to vote on any matters on which shareholders issue Capital Stock of SYBT or of Merger Subsidiary may voteTRCC. Other than under the SYBT Equity PlanTo TRCC’s knowledge, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable voting trusts or convertible securities or other commitments or agreements obligating SYBT or Merger Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, any securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect or understandings with respect to the voting of TRCC's Capital Stock. To TRCC’s knowledge, there are no obligations of TRCC to repurchase, redeem or transfer of SYBT Common Stock, Merger Subsidiary Common Stock or other equity interests of SYBT or Merger Subsidiary. (c) SYBT owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the SYBT Subsidiaries, free and clear of any Liens, and all of the shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No SYBT Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of otherwise re-acquire any shares of capital stock or its Capital Stock as of the Closing. TRCC does not have any other equity security outstanding obligations to register any of a SYBT Subsidiary or any securities representing the right to purchase or otherwise receive any its shares of capital stock or any other equity security of such SubsidiaryCapital Stock with the United States Securities and Exchange Commission (the “SEC”). (d) All of the issued and outstanding capital stock of Merger Subsidiary is, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, the Merger and the other transactions contemplated hereby.

2Capitalization. (a) As of the date of this Agreement, the The authorized capital stock of SYBT Company consists of 40,000,000 12,000,000 shares of SYBT Company Common Stock and 1,000,000 shares of preferred stockStock, no $0.001 par value (“SYBT Preferred Stock”). As of the date of this Agreement there were (i) 22,692,362 shares of SYBT Common Stock issued and outstanding, (ii) no shares of SYBT Preferred Stock issued and outstanding, and (iii) 435,156 shares of SYBT Common Stock reserved for issuance under SYBT’s 2015 Omnibus Equity Compensation Plan (the “SYBT Equity Plan”)value. As of the date of this Agreement, except as set forth in the immediately preceding sentence and for there are (i) 10,831,644 shares of SYBT Company Common Stock issued and outstanding, which number includes no shares of Company Common Stock granted in respect of outstanding Company Equity Awards, (ii) no shares of Company Common Stock held in treasury, (iii) no shares of Company Common Stock reserved for issuance in connection with upon the transactions contemplated by this Agreementexercise of Company Stock Options or related to Company Equity Awards, there are (v) no outstanding Company Stock Options or Company Equity Awards, (vi) no other shares of capital stock or other voting securities of SYBT Company issued, reserved for issuance or outstanding. (b) . All of the issued and outstanding shares of SYBT Common Stock and Merger Subsidiary Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders stockholders of SYBT or of Merger Subsidiary Company may vote. No Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code owns or holds Company Common Stock. Other than under as set forth on Section 6.18 of the SYBT Equity PlanCompany Disclosure Schedule, as there are no trust preferred or subordinated debt securities of Company that are issued or outstanding. As of the date of this Agreement (i) there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating SYBT or Merger Subsidiary Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any securitiessuch securities and (ii) except for the Community Bancorporation 2011 Stock Plan, there are no contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value of or price of, Company Common Stock or other equity interests of the Company. There are no voting trusts, shareholder stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of SYBT Common Stock, Merger Subsidiary the Company Common Stock or other equity interests of SYBT Company, other than the Voting and Support Agreements. All grants of Company Equity Awards were validly issued and properly approved by the Board of Directors of the Company (or Merger Subsidiarya committee thereof) in accordance with the applicable Company Stock Plan and applicable law, in each case in all material respects. All Company Stock Options have been granted having a per share exercise price at least equal to the fair market value of the underlying Company Common Stock on the date such Company Stock Option was granted, and have not otherwise been modified within the meaning of Section 409A of the Code and associated Treasury Department guidance. Section 3.2(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all Company Equity Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (A) the name of each holder, (B) the number of shares subject to each such Company Equity Award, (C) the grant date of each such Company Equity Award, (D) the Company Stock Plan under which such Company Equity Award was granted, (E) the exercise price for each such Company Equity Award that is a Company Stock Option, and (F) the expiration date for each such Company Equity Award that is a Company Stock Option. Other than the Company Equity Awards, no equity-based awards (including any cash awards where the ​ ​ amount of payment is determined in whole or in part based on the price of any capital stock of Company or any of its Subsidiaries) are outstanding. (cb) SYBT Except as set forth on Section 3.2(b) of the Company Disclosure Schedules, Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the SYBT Company Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of the such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § §55 or any comparable provision of applicable federal or state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No SYBT Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of a SYBT such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. (d) All of the issued and outstanding capital stock of Merger Subsidiary is, and at the Effective Time will be, owned by SYBT. Merger Subsidiary has not conducted any business other than (i) incident to its formation for the sole purpose of carrying out the transactions contemplated by this Agreement and (ii) in relation to this Agreement, the Merger and the other transactions contemplated hereby.