AFFILIATE AGREEMENTAffiliate Agreement • January 27th, 2015 • Kentucky Bancshares Inc /Ky/ • State commercial banks • Kentucky
The undersigned is a shareholder and a director of (i) Madison Financial Corporation (“MFC”), a Kentucky corporation, or (ii) the subsidiary of MFC, Madison Bank (“MB”). Pursuant to the transactions described in the Agreement and Plan of Share Exchange, dated as of January 21, 2015 (the “Agreement”), by and between MFC and Kentucky Bancshares, Inc. (“KBI”), all of the outstanding shares of MFC Common Stock will be acquired by KBI pursuant to a statutory share exchange (the “Share Exchange”) for the Common Stock Consideration. This Affiliate Agreement represents an agreement between the undersigned and KBI regarding certain rights and obligations of the undersigned in connection with the Share Exchange.
AGREEMENT AND PLAN OF SHARE EXCHANGE BETWEEN KENTUCKY BANCSHARES, INC. AND MADISON FINANCIAL CORPORATIONAgreement and Plan of Share • January 27th, 2015 • Kentucky Bancshares Inc /Ky/ • State commercial banks • Kentucky
THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the “Agreement”) is made and entered into as of the 21st day of January, 2015, by and between (i) MADISON FINANCIAL CORPORATION, a Kentucky corporation with its principal executive offices located at 1001 Gibson Bay Drive, Suite 101, Richmond, Kentucky 40475 (“MFC”), and (ii) KENTUCKY BANCSHARES, INC., a Kentucky corporation with its principal executive offices located at 339 Main Street, Paris, Kentucky 40361 (“KBI”).
