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Sunday, 01/04/2015 9:48:10 AM

Sunday, January 04, 2015 9:48:10 AM

Post# of 22
employee stock plan

On November 21, 2014, the Board unanimously approved and adopted the Cybergy Holdings Stock Plan (the " Stock Plan "), which became effective when it was approved by the Consenting Stockholders. The Stock Plan will permit the grant of incentive and non-qualified stock options and other stock-based awards to employees and consultants.

Maintaining an effective equity compensation program in which our employees, directors and consultants participate is a key component of achieving our long-term goals. The Board believes that the Stock Plan will afford us the ability to design compensatory awards that are responsive to our needs, including our ability to continue to attract and retain key employees and directors, motivate such individuals to achieve long-range goals, and allow such individuals to participate in our long-term growth and financial success.

The maximum number of shares of our Preferred stock that may be issued pursuant to awards under the Stock Plan is 7,254,000 shares of the Company’s Series C Preferred Stock, each share being convertible into 100 shares of common stock. Each share issued pursuant to an award will reduce the share reserve by one share.

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