The authorized capital stock of the Company consists of (i) 45,000,000 shares of Class A Common Stock, of which 10,016,350 were issued and outstanding as of December 15, 2016 (excluding (A)(i) 770,00 shares of Class A Common Stock to be issued pursuant to this Agreement, and (ii) 320,000 shares of Class A Common Stock to be issued upon the sale pursuant to this Agreement by the Selling Stockholders of an equal number of shares of Class B Common Stock in accordance with Section 1.1(d) of this Agreement, and (B) up to 479,468 shares of Class A Common stock to be issued pursuant to that certain Agreement and Plan of Merger, dated October 20, 2016, by and among the Company, Prairie Merger Sub, Inc., and Prairie State Bancshares, Inc. (the “ Prairie Transaction ”)), (ii) 5,000,000 shares of Class B Common Stock, of which 893,005 were issued and outstanding as of December 15, 2016 (excluding the reduction in the number of shares of Class B Common Stock outstanding following the sale and conversion of the 320,000 shares of Class B Common Stock to Class A Common Stock pursuant to this Agreement), and (ii) and 10,000,000 shares of preferred stock, none of which are issued and outstanding. As of the close of business of December 9, 2016, the Company has (A) reserved an aggregate of 205,700 shares of Class A Common Stock for issuance pursuant to the Equity’s 2006 Non-Qualified Stock Option Plan, and (B) reserved an aggregate of 900,000 shares of Class A Common Stock for issuance pursuant to the Equity’s 2013 Stock Incentive Plan. All issued and outstanding shares of Class A Common Stock and Class B Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Other than as provided in this Agreement and the Registration Rights Agreement, there are no other outstanding rights, options, warrants, preemptive rights, rights of first offer, or similar rights for the purchase or acquisition from the Company of any securities of the Company, nor are there any commitments from the Company to issue or execute any such rights, options, warrants, preemptive rights, or rights of first offer. There are no outstanding rights or obligations of the Company to repurchase or redeem any of its securities.