EdgarFiling








Exhibit 10.1


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of March 3, 2022, is made and entered into by and among Stock Yards Bancorp, Inc., a Kentucky corporation (the “Company”),
Darrell R. Wells (in his individual capacity, and as the “Holder Representative”), a shareholder of Commonwealth Bancshares,
Inc., a Kentucky corporation (“CBI”), and any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 2(e) of this Agreement, (such shareholders, together with Darrell R. Wells, the “Holders,” and, together
with Darrell R. Wells and the Company, the “Parties”).


 


 


RECITALS


 


WHEREAS, the Company has entered into that certain
Agreement and Plan of Merger, dated as of August 3, 2021 (as amended or supplemented from time to time prior to the date hereof, the “Merger
Agreement”), by and among the Company, H. Troutman Merger Subsidiary, Inc., a Kentucky corporation (“Merger Subsidiary”)
and a direct wholly owned subsidiary of the Company, and CBI, pursuant to which, subject to the terms and conditions thereof, Merger Subsidiary
will merge with and into CBI (the “Merger”), with CBI surviving the Merger as a direct, wholly owned Subsidiary of
the Company;


 


WHEREAS, on the Closing Date, pursuant to the
Merger Agreement, the Holders will receive shares of common stock, no par value of the Company (collectively, the “Common Stock”);


 


WHEREAS, the Company desires to provide the
Holders with registration rights with respect to the Registrable Securities (as defined in Section 1) on the terms and conditions set
forth herein.


 


NOW, THEREFORE, in consideration of the representations,
covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.       Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Merger Agreement shall have the meanings given such terms in the Merger
Agreement.  As used in this Agreement, the following terms shall have the following meanings:


 


“Adverse Disclosure” shall mean
any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer
or principal financial officer of the Company, after consultation with counsel to the Company, (a) would be required to be made in any
Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any Misstatement,
(b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the
case may be, and (c) the Company has a bona fide business purpose for not making such information public.


 


 “Agreement” shall have the
meaning set forth in the Preamble.


 


“Affiliate” means, with respect
to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with, such person.


 


“Automatic Shelf Registration Statement”
shall have the meaning set forth in Rule 405 promulgated by the Commission pursuant to the Securities Act.


 


 






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“Board” means the Board of Directors
of the Company.


 


“Business Day” means a day on which
the Commission is open for business.


 


“Closing” and “Closing
Date” have the meanings set forth in the Merger Agreement.


 


“Commission” means the Securities
and Exchange Commission.


 


“Common Stock” means the Company’s
Common Stock, no par value, and any securities into which such Common Stock may hereinafter be reclassified.


 


“Controlling Person” means each
Person who controls another Person within the meaning of Section 15 of the Securities Act.


 


“Effectiveness Period” shall have
the meaning set forth in Section 2(b).


 


“Effective Date” means the
date that the Shelf Registration Statement is first declared effective by the Commission.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Form S-1” shall mean a registration
statement on Form S-1 or any similar long-form registration statement that may be available at such time.


 


“Form S-3” shall mean a registration statement on Form
S-3 or any similar short form registration statement that may be available at such time, and if the Company is a WKSI, such Form S-3 may
be an Automatic Shelf Registration Statement.


“Holder” has the meaning set forth
in the Preamble.


 


“Merger Consideration” has the
meaning set forth in the Merger Agreement.


 


“Misstatement” shall mean an untrue
statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus,
or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus and any preliminary prospectus,
in the light of the circumstances under which they were made) not misleading.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Piggyback Registration” shall have
the meaning set forth in Section 3(a).


 


“Principal Market” means the NASDAQ
or such other trading market on which the Common Stock is primarily listed on and quoted for trading at any time.


 


 






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“Principal Shareholders” has the
meaning set forth in the Investor Agreement.


 


“Proceeding” means an action, claim,
suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether
commenced or threatened.


 


“Prospectus” means the prospectus
included in a Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registration” shall mean a registration
effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act,
and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registrable Securities” means
all of the shares of Common Stock issued or issuable upon consummation of the Merger, provided, that the Holder has completed and
delivered to the Company a Selling Shareholder Questionnaire; and provided, further, that such securities shall cease to be Registrable
Securities upon the earliest to occur of the following: (i) when a registration statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been disposed of thereunder; (ii) except with respect
to shares held by the Principal Shareholders, when and to the extent such securities have become eligible for sale by the applicable Holder
pursuant to Rule 144 without any restriction on the volume or manner of such sale; (iii) the termination of the Investor Agreement dated
as of the date hereof among Company and the principal shareholders named therein (the “Investor Agreement”); or (iv)
when such securities shall have ceased to be issued and outstanding.


 


“Registration Statement” means
any registration statement of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant
to the provisions of this Agreement, amendments and supplements to such Registration Statements, including post-effective amendments,
all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.


 


“Rule 144,” “Rule 415,”
“Rule 424,” etc., refer to certain Rules promulgated by the Commission pursuant to the Securities Act, as each such
Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.


  


 "SEC Guidance" means (i) any
publicly available written or oral guidance, comments, requirements or requests of the Commission staff and (ii) the Securities Act.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling Expenses” means all underwriting
discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of
counsel for any Holder.


 


“Selling Shareholder Questionnaire”
means a questionnaire in the form attached as Appendix B hereto, or such other form of questionnaire as may reasonably be adopted by the
Company from time to time.


 






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“Shelf Registration Statement”
means the Registration Statement filed pursuant to Section 2(a) of this Agreement.


 


“Trading Day” means a day on which
the shares of Common Stock are listed or quoted and traded on its Principal Market.


 


“Underwriter” shall mean a securities
dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making
activities.


 


“Underwritten Offering” shall mean
a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the
public.


 


“Underwritten Shelf Takedown” shall
have the meaning given in Section 2(f).


 


“Underwritten Shelf Takedown Registration
Expenses” shall mean the documented, out-of-pocket expenses incurred specifically in connection with a requested Underwritten
Shelf Takedown, including, without limitation, the following:


 


(A) all registration and filing fees (including fees
with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any national securities exchange
on which the Common Stock is then listed;


 


(B) fees and expenses of compliance with securities
or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications
of Registrable Securities);


 


(C) printing, messenger, telephone and delivery expenses;


 


(D) reasonable fees and disbursements of counsel for
the Company; and


 


(E) reasonable fees and disbursements of all independent
registered public accountants of the Company incurred specifically in connection with the requested Underwritten Shelf Takedown.


 


“WKSI” shall mean a “well-known
seasoned issuer” as defined in Rule 405 under the Securities Act.


  


2.           Shelf
Registration. 


 


(a)       Filing.
The Company shall use commercially reasonable efforts to prepare and file with the Commission within 30 days after the Closing, or continue
the effectiveness of, a shelf registration statement, on Form S-3 (or any successor form) providing for continuous resales of the Registrable
Securities pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) in connection with the registration
after the Closing under the Securities Act of the shares of the Common Stock issued to the shareholders of CBI as Merger Consideration
in the Merger. If the Company is a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), the Company
shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the
Securities Act) or any successor form thereto registering for resale all Common Stock issued as Merger Consideration in the Merger. The
Shelf Registration Statement shall contain the “Plan of Distribution” section substantially in the form attached hereto as
Appendix A.





 






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(b)        Effectiveness.
The Company shall use its commercially reasonable efforts to cause a Registration Statement filed pursuant to Section 2(a) to remain effective,
and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available,
that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders for a period from
the Effective Date until such time as there are no Registrable Securities remaining (the “Effectiveness Period”).  


 


(c)        Selling
Shareholder Questionnaire. In order for a Holder to receive the rights and benefits contemplated by the Shelf Registration Statement,
the Company must have received from the Holder the Holder’s completed shareholder questionnaire in the form of Appendix B attached
hereto by no later than the 25th day after the date of the Closing (unless such time period is extended by the Company).


 


(d)        Alternative
Registration. If Form S-3 is not available for the registration of the resale of Registrable Securities, the Company shall (i)
register the resale of the Registrable Securities on another appropriate form available to the Company to register the Registrable Securities
for resale as a secondary offering and (ii) undertake to register the Registrable Securities on Form S-3 promptly after it is available,
provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.


 


(e)Additional Holders. The Company
may make any person or entity that is the owner of Registrable Securities a party to this Agreement by obtaining an executed joinder
to this Agreement (each such person or entity an “Additional Holder”) from such Additional Holder in the form of Appendix
C attached hereto (a “Joinder”). The Joinder must be received by the Company no later than the 25th day after the
date of the Closing (unless such time period is extended by the Company).


 


(f)       Underwritten
Shelf Takedown. Subject to Section 7, following the expiration of the Initial Lock-Up Period (as defined in the Investor Agreement),
at any time that a Shelf Registration Statement is effective, Darrell R. Wells, (in such capacity, the “Demanding Holder”)
may request to sell in an Underwritten Offering that is registered pursuant to the Shelf Registration Statement (the “Underwritten
Shelf Takedown”) all or part of the Registrable Securities held by the Principal Shareholders; provided that Company shall only
be obligated to effect one Underwritten Shelf Takedown at the request of the Demanding Holder. The request for an Underwritten Shelf Takedown
shall be made by giving written notice to the Company, which shall specify the number of Registrable Securities to be offered and sold
under the Underwritten Shelf Takedown. The Company shall have no obligation to effect an Underwritten Shelf Takedown under this section
on behalf of the Demanding Holder unless the expected gross proceeds from such offering exceed $30.0 million. The Company shall have the
right to select the Underwriter for such offering (which shall consist of one or more reputable nationally recognized investment banks).
The Company may effect any Underwritten Offering pursuant to any then effective Registration Statement that is then available for such
offering. A registration will not count as the Underwritten Shelf Takedown if (i) after the Registration Statement has become effective,
such Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental
entity for any reason before the completion of the sale of the shares to be included in the Underwritten Shelf Takedown, unless such order
or requirement is lifted and the Registration Statement becomes effective, or (ii) the conditions to closing specified in the underwriting
agreement entered into in connection with the offering and sale of Registrable Securities under such Registration Statement are not satisfied
or waived, except if the failure of such closing conditions to be satisfied is caused by the Demanding Holder. Before the filing with
the Commission of the applicable “red herring” prospectus supplement (the “Red Herring”) used for marketing
the requested Underwritten Shelf Takedown, the Demanding Holder shall have the right to withdraw from the Underwritten Shelf Takedown
for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters
(if any) of his intention to withdraw from the Underwritten Shelf Takedown. If the Demanding Holder issues the Withdrawal Notice after
the filing with the Commission of the Red Herring, the request for an Underwritten Shelf Takedown shall constitute the sole Underwritten
Shelf Takedown to be effected for the withdrawing Demanding Holder for purposes of this Section 2(f), unless the Demanding Holder reimburses
the Company for all Underwritten Shelf Takedown Registration Expenses with respect to the Underwritten
Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be
responsible for the Underwritten Shelf Takedown Registration Expenses incurred in connection with the Underwritten Shelf Takedown, other
than if the Demanding Holder elects to pay the Underwritten Shelf Takedown Registration Expenses pursuant to the immediately preceding
sentence of this Section 2(f) in order to preserve his right to request an Underwritten Shelf Takedown.


 






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(g)Underwriting Agreement for Underwritten
Shelf Takedown and Piggyback Registration. In the case of a registration pursuant to Section 2 which involves an Underwritten Shelf
Takedown, or in the case of a registration pursuant to Section 3 which involves a Piggyback Registration, if the Company shall enter
into an underwriting agreement in connection therewith, then the Demanding Holder may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Underwriters shall
also be made to and for the benefit of the applicable Principal Shareholders and that any or all of the conditions precedent to the obligations
of the Underwriters under the underwriting agreement be conditions precedent to the obligations of the Principal Shareholders; provided,
however, that the Company shall not be required to make any representations or warranties with respect to written information specifically
provided by the Principal Shareholders for inclusion in the Registration Statement. The Principal Shareholders shall not be required
to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties
or agreements regarding the Principal Shareholders, its ownership of and title to the Registrable Securities, any written information
specifically provided by the Principal Shareholders for inclusion in the Registration Statement and its intended method of distribution;
and any liability of the Principal Shareholders to any Underwriter or other Person under such underwriting agreement for indemnity, contribution
or otherwise shall be limited to the amount of the net proceeds received by the Principal Shareholders upon the sale of the Registrable
Securities pursuant to the Registration Statement and shall be limited to liability for written information specifically provided by
the Principal Shareholders for use in the Registration Statement and Prospectus.


 


3.           Piggyback
Registration.


 


(a)       If the Company
intends to file a Registration Statement covering a primary or secondary offering of any of its Common Stock, whether or not the sale
for its own account, which is not a registration solely to implement an employee benefit plan pursuant to a registration statement on
Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other
similar rule of the Commission is applicable, the Company will promptly (and in any event at least ten (10) Business Days before the anticipated
filing date) give written notice to the Demanding Holder referenced in Section 2(f) above of its intention to effect such a registration.
The Company will effect the registration under the Securities Act of all Registrable Securities held by the Principal Shareholders that
the Demanding Holder requests be included in such registration (a “Piggyback Registration”) by a written notice delivered
to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b),
securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same
form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to
above. The Demanding Holder shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration at
any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration.
If the Company elects to terminate any registration filed under this Section 3 prior to the effectiveness of such registration, the Company
will have no obligation to register the securities sought to be included by the Demanding Holder in such registration under this Section
3. There shall be no limit to the number of Piggyback Registrations pursuant to this Section 3(a). A Piggyback Registration shall not
be considered an “Underwritten Shelf Takedown” subject to the provisions of Section 2(f).


 


 






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(b)       If a Registration
Statement under this Section 3 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its or
their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without
adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will
include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be
sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which
securities will be so included in the following order of priority: (i) first, the Common Stock and other securities the Company proposes
to sell, (ii) second, the Registrable Securities which the Demanding Holder has requested for inclusion pursuant to this Section, and
(iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. The
Company shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with an underwritten
offering made pursuant to this Section 3. The Demanding Holder may not participate in any underwritten registration under this Section
3 unless such Demanding Holder (i) agrees to sell the Registrable Securities it desires to have covered by the underwritten offering on
the basis provided in any underwriting arrangements in customary form (subject to the provisions set forth above in Section 2(g)) and
(ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


 


4.            Registration Procedures.


 


Whenever required under this Agreement to effect the
Registration of any Registrable Securities, the Company shall use its commercially reasonable efforts to effect such Registration to permit
the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company
shall, as expeditiously as reasonably possible: 


 


(a)        prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have
ceased to be Registrable Securities;


 


(b)        prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the Holder Representative or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


 






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(c)        prior to
filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if
any, and the Holder Representative, and such Holder Representative’s legal counsel, copies of such Registration Statement as proposed
to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated
by reference therein), the Prospectus included in such Registration Statement, and such other documents as the Underwriters, if any, and
the Holder Representative, and such Holder Representative’s legal counsel may request in order to facilitate the disposition of
the Registrable Securities owned by the Holder Representative;


 


(d)        prior to
any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
reasonably request (or provide evidence satisfactory to such Holder that the Registrable Securities are exempt from such registration
or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


(e)        cause all
such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


(f)        provide
a transfer agent and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;


 


(g)        notify
each participating Holder, as soon as practicable after the Company receives notice thereof, but in any event within one business day
of such date, of the time when the Registration Statement has been declared effective and the effectiveness of any post-effective amendment
thereto;


 


(h)        advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 


(i)        at least
five days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement
or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities Act, the Exchange Act, and the
rules and regulations promulgated under the Securities Act or Exchange Act, as applicable), furnish a copy thereof to the Holder Representative
or his counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);


 


 






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(j)        notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement;


 


(k)        in the
event of an Underwritten Offering, (i) permit the Demanding Holder, the Underwriters or other financial institutions facilitating such
Underwritten Offering, if any, and any attorney or accountant retained by the Demanding Holder, Underwriter or other financial institution
to participate, at each such person’s own expense, in the preparation of the Registration Statement; (ii) cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriters, financial institution, attorney
or accountant agree to confidentiality arrangements reasonably satisfactory to the Company, prior to the release or disclosure of any
such information;


 


(l)        obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing
Underwriter may reasonably request;


 


(m)        in the
event of an Underwritten Offering, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain
an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Demanding Holder
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the Demanding Holder or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance
letters, and reasonably satisfactory to the Demanding Holder;


 


(n)        in the
event of an Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form
consistent with the terms of this Agreement, with the managing Underwriter of such offering or sale;


 


(o)        make available
to its shareholders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with
the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);


 


(p)        in the
event of an Underwritten Shelf Takedown pursuant to Section 2(f), use its reasonable efforts to make available senior executives of the
Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in the Underwritten
Offering;


 


(q)       use its
reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during
the period during which the Registrable Securities remain Registrable Securities. If the Company does not pay the filing fee covering
the Registrable Securities at the time the automatic shelf registration statement is filed, the Company agrees to pay such fee at such
time or times as the Registrable Securities are to be sold. If the automatic shelf registration statement has been outstanding for at
least three years, at the end of the third year the Company shall refile a new automatic shelf registration statement covering the Registrable
Securities. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the
Company shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available,
Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept
effective; and


 


 






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(r)        otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


5.            Registration
Expenses.  Except as set forth in Section 2(f) of this Agreement with respect to Underwritten Shelf Takedown Registration
Expenses, all Expenses (excluding the Selling Expenses) incurred in connection with any registration, filing, qualification or compliance
pursuant to Article 2 shall be borne by the Company, whether or not a registration statement becomes effective.


  


6.             Indemnification.


 


(a)        Indemnification
by the Company.  The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless
each Holder, the officers, directors, agents, partners, members, managers, shareholders, Affiliates and employees of each of them, each
Controlling Person of any such Holder (within the meaning of Section 15 of the Securities Act) and the officers, directors, partners,
members, managers, shareholders, agents and employees of each such Controlling Person, to the fullest extent permitted by applicable law,
from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation
and investigation and reasonable attorneys' fees) and expenses (collectively, “ Losses ”), as incurred, that arise
out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to
any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to
the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding
such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates
to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto
(it being understood that each Holder has approved Appendix A hereto for this purpose). The Company shall notify the Holders promptly
of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement
of which the Company is aware.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of an Indemnified Party (as defined in Section 6(c)) and shall survive the transfer of the Registrable Securities by the Holders.


   


(b)        Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents
and employees, each Controlling Person of the Company, and the directors, officers, agents or employees of such Controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based upon any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or
in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form
of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only
to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to
the Company by such Holder expressly for use therein or (ii) to the extent, but only to the extent, that such information relates to such
Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder expressly
for use in a Registration Statement (it being understood that the Holder has approved Appendix A hereto for this purpose), such Prospectus
or such form of Prospectus or in any amendment or supplement thereto.


 






    10


     


    

 


(c)        Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “ Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the
“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred
in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall
have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such fees and expenses;
(2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory
to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include
both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict
of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party.  The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably
withheld, delayed or conditioned.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party,
effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


  


Subject to the terms of this Agreement, all fees and
expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing
to defend such Proceeding in a manner not inconsistent with this Section 6(c)) shall be paid to the Indemnified Party, as incurred, within
twenty Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse
the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally
judicially determined to not be entitled to indemnification hereunder). The failure to deliver written notice to the Indemnifying Party
within a reasonable time of the commencement of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified
Party under this Section 6, except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to
defend such action.


 


 






    11


     


    

 


(d)        Contribution.  If
a claim for indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as
well as any other relevant equitable considerations.  The relative fault of such Indemnifying Party and Indemnified Party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct
or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed
to include, subject to the limitations set forth in this Agreement, any reasonable attorneys' or other reasonable fees or expenses incurred
by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section 6(d) was available to such party in accordance with its terms.


 


The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding
the provisions of this Section 6(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by
which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds
the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


The indemnity and contribution agreements contained in
this Section 6 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution,
limitation or in lieu of the indemnification provisions under the Merger Agreement.


 


7.        Adverse Disclosure; Suspension
of Sales.


 


(a) Upon receipt of written notice from the Company that
a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable
Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood
that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice),
or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed.


 


(b) If the filing, initial effectiveness or continued
use of a Registration Statement in respect of any Registration at any time would (i) require the Company to make an Adverse Disclosure,
(ii) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond
the Company’s control, (iii) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction
involving the Company, (iv) render the Company unable to comply with requirements under the Securities Act or Exchange Act or (v) in the
good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board
of concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, determined in good faith by the Board to be necessary for such purpose. In the
event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the
notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable
Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed,
and in each, maintain the confidentiality of such notice and its contents.


 


 






    12


     


    

 


(c) The right to delay or suspend any filing, initial
effectiveness or continued use of a Registration Statement pursuant to Section 7 shall be exercised by the Company, in the aggregate,
not more than 90 days in any 12-month period.


 


8.           Miscellaneous.


 


(a)        Remedies.  In
the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or the Company, as the
case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement.  The Company and each Holder agree that monetary
damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement
and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense
that a remedy at law would be adequate.


  


(b)       Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless
an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement and shall
sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.


 


(c)       No Inconsistent
Agreements; Investor Agreement.  The Company has not entered, as of the date hereof, nor shall the Company, on or after
the date hereof, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof. All sales of Registrable Securities hereunder shall be
subject to the restrictions set forth in Section 3 of the Investor Agreement dated as of August 3, 2021, among the Company and the Principal
Shareholders (as defined therein), except with respect to (i) Registrable Securities sold pursuant to block trades permitted under the
Investor Agreement, (ii) Registrable Securities sold pursuant to the Piggyback Registration right pursuant to Section 3(a) of this Agreement,
and (iii) Registrable Securities sold pursuant to the Underwritten Shelf Takedown pursuant to Section 2(f) of this Agreement.


 


(d)       Amendments
and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, or waived unless the same shall be in writing and signed by the Company and the Holder Representative provided that any
party may give a waiver as to itself. No waiver by any party or parties shall operate or be construed as a waiver in respect of any
failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring
before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right,
remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.


  


 






    13


     


    

 


(e)       Notices.  Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in
the Merger Agreement; provided that the Company may deliver to each Holder the documents required to be delivered to such Holder by e-mail
to the e-mail addresses provided by such Holder to the Company solely for such specific purpose.


 


(f)     Successors
and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder.  Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.  The Company may not assign its rights
(except by merger or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations
hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities. The Holders may not
assign their rights under this Agreement, other than in connection with a transfer of shares of Common Stock by a Holder to an Affiliate
of such Holder or a distribution by a Holder to its members, general partners or limited partners, which such assignment shall require
prior written notice to the Company.


 


(g)      Execution
and Counterparts.  This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  If
any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature were the original thereof.


 


(h)       Governing
Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Merger Agreement.


 


(i)       Cumulative Remedies.  The
remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(j)       Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed
the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.


 


 






    14


     


    

 


(k)       Headings.  The headings in
this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.


 


(l)       Independent
Nature of Holders’ Obligations and Rights.  The obligations of each Holder under this Agreement are several and not
joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. 


 


 


 


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SIGNATURE PAGES TO FOLLOW]


 


 


 


 


 


 


 


 


 


 


 


 


 






    15


     


    

 


IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.


 





	 	Stock Yards Bancorp, Inc.	 
	 	 	 
	 	/s/ James A. Hillebrand	 
	 	By:  James A. Hillebrand	 
	 	Its:  President and CEO	 






 








	 	Darrell R. Wells	 
	 	 	 
	 	/s/ Darrell R. Wells	 
	 	 	 
	 	 	 



 








 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,


SIGNATURE PAGES OF HOLDERS TO FOLLOW]


 


 


 


 


 


 


 


 


 






    16


     


    

 


Appendix A


 





PLAN OF DISTRIBUTION


 


The selling shareholders (which term as used in this
prospectus includes the selling shareholders listed in the table under the heading “Selling Shareholders” and their respective
donees, pledgees, transferees or other successors-in-interest selling shares of Common Stock or interests in shares of Common Stock received
after the date of this prospectus from the selling shareholders as a gift, pledge, partnership distribution or other transfer) may, from
time to time, sell, transfer or otherwise dispose of any or all of the Common Stock offered by this prospectus or any applicable prospectus
supplement on any stock exchange, market or trading facility on which such Common Stock is traded or in private transactions. These prices
will be determined by the selling shareholders or by agreement between the selling shareholders and underwriters, broker-dealers or agents
who may receive fees or commissions in connection with any such sale.


 


The selling shareholders may use any one or more of
the following methods when disposing of the offered Common Stock:


 


•sales on the NASDAQ or any national securities
exchange or quotation service on which our Common Stock may be listed or quoted at the time of sale;


 


•to or through underwriters, brokers or dealers;


 


•directly to one or more purchasers;


 


•through agents;


 


•“at the market offerings” to
or through market makers or into an existing market for the securities;


 


•ordinary brokerage transactions and transactions
in which the broker-dealer solicits purchasers;


 


•block trades (which may involve crosses)
in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal
to facilitate the transaction;


 


•purchases by a broker-dealer as principal
and resale by the broker-dealer for its account;


 


•privately negotiated transactions;


 


•an exchange distribution and/or secondary
distribution in accordance with the rules of the applicable exchange;


 


•short sales (including short sales “against
the box”);


 


•through the writing or settlement of standardized
or over-the-counter options or other hedging or derivative transactions, whether through an options exchange or otherwise;


 


•by pledge to secure debts and other obligations;


 






    i


     


    

 


 


•in other ways not involving market makers
or established trading markets, including direct sales to purchasers or sales effected through agents;


 


•broker-dealers may agree to sell a specified
number of such Common Stock at a stipulated price per share;


 


•through the distributions of the shares by
any selling shareholder to its general or limited partners, members, managers, affiliates, funds, employees, directors or shareholders;


 


•in option transactions;


 


•a combination of any such methods of sale;
and


 


•any other method permitted pursuant to applicable
law and described in an applicable prospectus supplement.


 


Any public offering price and any discounts, commissions
or concessions allowed or reallowed or paid to dealers may be changed from time to time.


 


The selling shareholders may effect the distribution
of the securities from time to time in one or more transactions either:


 


•at a fixed price or prices, which may be
changed from time to time;


 


•at market prices prevailing at the time of
sale;


 


•at prices relating to the prevailing market
prices; or


 


•at negotiated prices.


 


The selling shareholders may act independently of us
in making decisions with respect to the timing, manner and size of each of each sale.


 


The selling shareholders may transfer their shares
of Common Stock in other circumstances, in which case the transferees or other successors in interest will be the selling beneficial owners
for purposes of this prospectus.


 


The selling shareholders may, from time to time, pledge
or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock, from time to time, under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of
selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.
The selling shareholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees
or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


Offers to purchase securities may be solicited directly
by the selling shareholders and the sale thereof may be made by the selling shareholders directly to institutional investors or others.
In such a case, no underwriters or agents would be involved. The selling shareholders may use electronic media, including the Internet,
to sell offered securities directly.


 


 






    ii


     


    

 


If underwriters are used in the sale of any securities,
the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities
may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters.
Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent. Depending on
the type of offering, the underwriters may be obligated to purchase all of the securities if they purchase any of the securities. The
underwriters may receive compensation from the selling shareholders, for whom they may act as agents, in the form of discounts, concessions
or commissions. Underwriters may sell our Common Stock to or through dealers, and the dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Such
compensation may be in excess of customary discounts, concessions or commissions.


 


The selling shareholders may offer the securities covered
by this prospectus into an existing trading market on the terms described in the prospectus supplement relating thereto. Underwriters,
dealers and agents who participate in any at-the-market offerings will be described in the prospectus supplement relating thereto. The
terms of each such agreement will be set forth in more detail in the applicable prospectus supplement.


 


The selling shareholders may sell the securities through
agents from time to time. Generally, any agent will be acting on a best efforts basis for the period of its appointment.


 


If the selling shareholders utilize a dealer in the
sale of the securities in respect of which this prospectus is delivered, the selling shareholder may sell such securities to the dealer,
as principal. The dealer may then resell such securities to the public at varying prices to be determined by the dealer at the time of
resale.


 


In effecting sales, broker-dealers or agents engaged
by the selling shareholder may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts,
or concessions from the selling shareholder in amounts to be negotiated immediately before the sale. Such compensation may be in excess
of customary discounts, concessions or commissions.


 


In connection with the sale of the securities or otherwise,
the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the securities
covered by this prospectus in the course of hedging the positions they assume. The selling shareholders may also sell short the securities
covered by this prospectus and deliver the securities to close out short positions, or loan or pledge the securities covered by this prospectus
to broker-dealers that in turn may sell these securities. The selling shareholders may enter into options or other transactions with broker-dealers
or other financial institution that involve the delivery of the shares offered hereby to the broker-dealers or other financial institution,
who may then resell or otherwise transfer those securities.


 


A selling shareholder that is an entity may elect to
make a pro rata in-kind distribution of the shares of Common Stock to its members, partners or shareholders. To the extent a distributee
is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees
to use the prospectus to resell the Common Stock acquired in the distribution. To the extent that such members, partners or shareholders
are not affiliates of ours, such members, partners or shareholders would thereby receive freely tradeable shares of our Common Stock pursuant
to the distribution through this registration statement. A selling shareholder that is an individual may make gifts of shares of Common
Stock covered hereby. Such donees may use the prospectus to resell the shares or, if required by law, we may file a prospectus supplement
naming such donees. Unless the context otherwise requires, as used in this prospectus, “selling shareholder” includes donees,
pledgees, transferees or other successors-in-interest selling shares received from the selling shareholder as the result of a gift, pledge,
partnership distribution or other transfer after the date of this prospectus, and any such persons will be named in the applicable prospectus
supplement.


 


 






    iii


     


    

 


Any underwriter, broker-dealer, or agent that participates
in the distribution of the securities may be deemed to be an “underwriter” as defined in the Securities Act. Any commissions
paid or any discounts or concessions allowed to any such persons, and any profits they receive on resale of the securities, may be deemed
to be underwriting discounts and commissions under the Securities Act. We will identify any underwriters or agents and describe their
compensation in a prospectus supplement. Any compensation paid to underwriters, dealers or agents in connection with the offering of the
securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable
prospectus supplement.


 


The aggregate proceeds to the selling shareholder from
the sale of any securities will be the purchase price of such securities less discounts and commissions, if any.


 


Underwriters or agents may purchase and sell the securities
in the open market. These transactions may include over-allotment, stabilizing transactions, syndicate covering transactions and penalty
bids. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions consist of
bids or purchases for the purpose of preventing or retarding a decline in the market price of the securities and are permitted so long
as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve the placing of any bid on behalf of
the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering. The underwriters
or agents also may impose a penalty bid, which permits them to reclaim selling concessions allowed to syndicate members or certain dealers
if they repurchase the securities in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect
the market price of the securities, which may be higher than the price that might otherwise prevail in the open market. These activities,
if begun, may be discontinued at any time. These transactions may be effected on any exchange on which the securities are traded, in the
over-the-counter market or otherwise.


 


Agents, broker-dealers and underwriters may be entitled
to indemnification by us and, if applicable, the selling shareholder, against certain civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.


 


Agents, broker-dealers and underwriters or their affiliates
may engage in transactions with, or perform services for, the selling shareholders (or their affiliates) in the ordinary course of business.
The selling shareholders may also use underwriters or other third parties with whom such selling shareholders have a material relationship.
The selling shareholders (or their affiliates) will describe the nature of any such relationship in the applicable prospectus supplement.


 


The selling shareholders are subject to the applicable
provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M, which may limit the timing
of purchases and sales of any of the securities offered in this prospectus by the selling shareholders and any other person. The anti-manipulation
rules under the Exchange Act may apply to sales of securities in the market and to the actions of the selling shareholders and their respective
affiliates.


 


 






    iv


     


    

 


In order to comply with the securities laws of certain
states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition,
in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is complied with.


 


There can be no assurances that the selling shareholders
will sell, nor are the selling shareholders required to sell, any or all of the securities offered under this prospectus.


 


To the extent required, this prospectus may be amended
and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling securities under this prospectus,
the selling shareholders may sell the securities offered under Rule 144 or pursuant to any other available exemptions from the registration
requirements of the Securities Act, if, when and to the extent such exemption is available to them at the time of such sale.





 


 


 


 


 


 


 


 


 


 


 


 


 


 






    v


     


    

 


Appendix B


 


SELLING SHAREHOLDER QUESTIONNAIRE


 


Stock Yards Bancorp, Inc.

1040 E. Main Street


Louisville, KY 40206




Ladies and Gentlemen:


The undersigned acknowledges that they are, or, upon
the Closing of the Merger, will be, a beneficial owner of securities of Stock Yards Bancorp, Inc. (“Stock Yards” or
the “Company”). The undersigned understands that, pursuant to the Registration Rights Agreement, dated as of March
[ ], 2022, the undersigned will be named as a selling shareholder in the prospectus (the Prospectus”) that forms a part of
the Company’s Registration Statement on Form S-3 (the “Registration Statement”) and deliver the Prospectus to
purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act). The Registration Statement registers for
resale under the Securities Act of 1933, as amended (the “Securities Act”), the securities the undersigned owns that
are disclosed in response to Question 5 of this Questionnaire (the “Registrable Securities”). The Company will use
the information that the undersigned provides in this Questionnaire to ensure the accuracy of the Registration Statement and the prospectus,
as supplemented from time to time.


 


Certain legal consequences arise from being named as
a selling shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of securities
to be registered under the Registration Statement are advised to consult their own securities counsel regarding the consequences of being
named or not being named as a selling shareholder in the Registration Statement and the related prospectus.


 


The undersigned acknowledges that by completing, dating,
executing and returning this Questionnaire to the Company, the undersigned is giving written notice to the Company of its desire to have
the securities disclosed in response to Question 5 of this Questionnaire included in the Registration Statement.


 


Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration Rights Agreement.


 


Please answer every question. If the answer to any question is “none”
or “not applicable,” please so state.


 


1.                  
Name. Type or print the full legal name of the selling shareholder.


 


	 	 






 


2.                  
Contact Information. Provide the address, telephone number, fax number and email address of the selling shareholder. By providing
the email address, the undersigned hereby authorizes the Company to communicate solely via email, and understands that the undersigned
is responsible for notifying the Company and Darrell R. Wells in the event of a change in email address.


 


	Address:	 
	 	 
	Email:	
	Phone:	 



 


 


 



    vi


     


    




 





3.                  
Relationship with the Company. Describe the nature of any position, office or other material relationship the selling shareholder
has had with the Company during the past three years.


 


	 	 
	 	 
	 	 
	 	 
	 	 


 


4.                  
Organizational Structure. Please indicate or (if applicable) describe how the selling shareholder is organized.


 


	(a)                Is the selling shareholder a natural person?	___ Yes	 ___ No
	(If so, please mark the box and skip to Question 5.)	 	 


 


	
    (b)               
    Is the selling shareholder a reporting company

    under the Securities Exchange Act of 1934, as amended (the “Exchange
    Act”)?
	___ Yes	 ___ No
	(If so, please mark the box and skip to Question 5.)	 	 


 


	
    (c)               
    Is the selling shareholder a majority-owned

    subsidiary of a reporting company under the Exchange Act?
	___ Yes	 ___ No
	(If so, please mark the box and skip to Question 5.)	 	 


 


	
    (d)               
    Is the selling shareholder a registered investment

    company under the Investment Company Act of 1940?
	___ Yes	 ___ No
	(If so, please mark the box and skip to Question 5.)	 	 


 


 






    vii


     


    

 


If the answer to all of the foregoing questions is
“no,” please describe: (i) the exact legal description of the selling shareholder (e.g., corporation, partnership,
limited liability company, etc.); (ii) whether the legal entity so described is managed by another entity and the exact legal description
of such entity (repeat this step until the last entity described is managed by a person or persons, each of whom is described in any one
of (a) through (d) above); (iii) the names of each person or persons having voting and investment control over the Company’s securities
that the entity owns (e.g., director(s), general partner(s), managing member(s), etc.).


 


(e)               
Legal Description of Entity:___________________________________________


(f)                
Name of Entity Managing Selling Shareholder Entity (if any):


(g)               
Name of Entity Managing such Managing Entity (if any):


(h)               
Name(s) of Natural Person(s) Having Voting or Investment Control Over the Shares Held by Selling Shareholder Entity:


 


5.                  
Ownership of the Company’s Securities. This question covers beneficial ownership of the Company’s securities and information
on the registration of Stock Yards common stock for resale. Please consult Annex A to this Questionnaire for information
as to the meaning of “beneficial ownership.”


 


	(a)	Check
    if you intend for all of your shares of Stock Yards common stock issued in connection with the Merger to be registered for resale: ☐
	 	 
	
    (b)

     
	List the number of shares of Stock Yards common stock you beneficially own other than the shares issued in connection with the Merger. If you do not list any securities in this Item 5(b), you acknowledge that you do not own any shares of Stock Yards common stock other than those issued to you in connection with the Merger. ____________


 


6.                  
Broker-Dealer Status.


 


	(a)	Is the selling shareholder a broker-dealer?	 	___ Yes	 ___ No


 


	(b)	
    If the answer to Section 6(a) is “yes,” did the selling shareholder receive the
    Registrable Securities as compensation for investment banking services to the Company?

     

    Note: If the answer to 6(b) is “no,” SEC guidance has indicated that the selling
    shareholder should be identified as an underwriter in the Registration Statement.

    
	 	___ Yes	 ___ No


 


	(c)	Is the selling shareholder an affiliate of a broker-dealer?	 	___ Yes	 ___ No


 


	(d)	
    If the selling shareholder is an affiliate of a broker-dealer, does the selling shareholder
    certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable
    Securities to be resold, the selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute
    the Registrable Securities?

     

    Note: If the answer to 6(d) is “no,” SEC guidance has indicated that the selling
    shareholder should be identified as an underwriter in the Registration Statement.

    
	 	___ Yes	 ___ No


 


 






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7.                  
Plan of Distribution. The undersigned has reviewed the proposed “Plan of Distribution” attached hereto as Annex B and
agrees that the statements contained therein reflect its intended method(s) of distribution or, to the extent these statements are inaccurate
or incomplete, the undersigned has communicated in writing to one of the parties listed above its signature any changes to the proposed
“Plan of Distribution” that are required to make these statements accurate and complete.


 


___ (Please insert an “X” to the left if you have made any
changes)


 


8.                  
Reliance on Responses. The undersigned acknowledges and agrees that the Company and its legal counsel shall be entitled to rely
on its responses in this Questionnaire in all matters pertaining to the Registration Statement and the sale of any Registrable Securities
pursuant to the Registration Statement.


 


The undersigned hereby acknowledges and is advised
of the SEC’s Compliance and Disclosure Interpretation 239.10 (below) regarding short selling:


 


An Issuer filed a Form S-3 registration statement
for a secondary offering of common stock which is not yet effective. One of the selling shareholders wanted to do a short sale of common
stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that
the short sale could not be made before the registration statement become effective, because the shares underlying the short sale are
deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold
prior to the effective date.


 


By returning this Questionnaire, the undersigned will be deemed to be aware
of the foregoing interpretation.


 


If the Company is required to file a new or additional
registration statement to register Registrable Securities beneficially owned by the selling shareholder, the undersigned hereby agrees
to complete and return to the Company, upon the request of the Company, a new Questionnaire (in a form substantially similar to this Questionnaire).


 


The selling shareholders understand that they are subject
to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M, which may
limit the timing of purchases and sales of any of the securities offered in this prospectus by the selling shareholders and any other
person. The anti-manipulation rules under the Exchange Act may apply to sales of securities in the market and to the actions of the selling
shareholders and their respective affiliates.


 


If the selling shareholder transfers all or any portion
of its Registrable Securities after the date on which the information in this Questionnaire is provided to the Company, the undersigned
hereby agrees to notify the transferee(s) at the time of transfer of its rights and obligations hereunder.


 


By signing below, the undersigned represents that the
information provided herein is accurate and complete. The undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.


 


By signing below, the undersigned consents to the disclosure
of the information contained herein and the inclusion of such information in the Registration Statement and the related prospectus and
any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection
with the preparation or amendment of the Registration Statement and the related prospectus.


 






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[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    x


     


    

 


SIGNATURE PAGE


 


The undersigned, by authority duly given, has caused this Questionnaire to be executed
and delivered either in person or by its duly authorized agent.


 


	
    Dated: ___________________
	
    

    Beneficial Owner:

     

    _____________________________

     

    By___________________________

     

    Name:________________________

     

    Title:_________________________

	 	 


 


AS SOON AS POSSIBLE, PLEASE E-MAIL A COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE,
AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: 


 


Frost Brown Todd LLC.


400 W. Market Street, 32nd Floor


Louisville, KY 40202


Email: gwilliams@fbtlaw.com ​


Attention: Gayle Williams 


 


If you have any questions regarding the Selling Shareholder Questionnaire, please call Mike Dugle at (502) 259-2345. 



 


 


 


 






    xi


     


    




 


Annex A


 


Definition of “Beneficial
Ownership”


 


1.       A “Beneficial
Owner” of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship
or otherwise has or shares:


 


(a) Voting power which includes the power to vote, or
to direct the voting of, such security; and/or


 


(b) Investment power which includes the power to dispose,
or direct the disposition of, such security.


 


Please note that either voting power or investment power,
or both, is sufficient for you to be considered the beneficial owner of shares.


 


2.       Any person
who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement
or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such
beneficial ownership as part of a plan or scheme to evade the reporting requirements of the federal securities acts shall be deemed to
be the beneficial owner of such security.


 


3.       Notwithstanding
the provisions of paragraph (1), a person is deemed to be the “beneficial owner” of a security if that person has the right
to acquire beneficial ownership of such security within 60 days, including but not limited to any right to acquire: (a) through the exercise
of any option, warrant or right; (b) through the conversion of a security; (c) pursuant to the power to revoke a trust, discretionary
account or similar arrangement; or (d) pursuant to the automatic termination of a trust, discretionary account or similar arrangement;
provided, however, any person who acquires a security or power specified in (a), (b) or (c) above, with the purpose or effect of changing
or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect,
immediately upon such acquisition shall be deemed to be the beneficial owner of the securities which may be acquired through the exercise
or conversion of such security or power.


 


 


 






    xii


     


    

 


ANNEX B


 


PLAN OF DISTRIBUTION


 


[Incorporate Appendix A to the Registration Rights Agreement]


 


 


 


 


 


 


 


 


 


 


 






    xiii


     


    




 


Appendix C


 


REGISTRATION RIGHTS AGREEMENT JOINDER


 


The undersigned is executing and delivering this joinder
(this “Joinder”) pursuant to the Registration Rights Agreement, dated as of March [ ], 2022 (as the same may hereafter
be amended, the “Registration Rights Agreement”), among Stock Yards Bancorp, Inc., a Kentucky corporation (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration Rights Agreement.


 


By executing and delivering this Joinder to the Company,
and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party
to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if
the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Common Stock shall
be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.


 


By executing and delivering the Joinder, each Holder
shall have irrevocably authorized and appointed Darrell R. Wells (the “Holder Representative”) as each Person’s
representative and attorney-in-fact to act on behalf of such Holder with respect to the Registration Rights Agreement, and to take any
and all actions and make any decisions required or permitted to be taken by Holder Representative pursuant to the Registration Rights
Agreement, including the exercise of the power to:


 


(a)               
give and receive notices and communications;


 


(b)               
execute and deliver all documents necessary or desirable to carry out the intent of the Registration Rights Agreement;


 


(c)               
make all elections or decisions contemplated by the Registration Rights Agreement;


 


(d)               
engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Holder Representative
in complying with its duties and obligations; and


 


(e)               
take all actions necessary or appropriate in the good faith judgment of Holder Representative for the accomplishment of the foregoing.


 


The Company shall be entitled to deal exclusively with
Holder Representative on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of
any kind whatsoever) on any document executed or purported to be executed on behalf of any Holder by Holder Representative, and on any
other action taken or purported to be taken on behalf of any Holder by Holder Representative, as being fully binding upon such Person.
Notices or communications to or from Holder Representative shall constitute notice to or from each of the Holders. Any decision or action
by Holder Representative hereunder, including any agreement between Holder Representative and the Company relating to the defense, payment
or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Holders and shall be final, binding
and conclusive upon each such Person. No Holder shall have the right to object to, dissent from, protest or otherwise contest the same.
The provisions of this Joinder, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled
with an interest and shall not be terminated by any act of any one or Holders, or by operation of law, whether by death or other event.


 


 






    xiv


     


    

 


Accordingly, the undersigned has executed and delivered this Joinder as
of the ___ day of ___________________, 2022.


 


	 	 
	 	 ____________________________________
	 	Signature of Shareholder
	 	 
	 	____________________________________
	 	Print Name of Shareholder
	 	 
	 	Address:
	 	____________________________________
	 	____________________________________


 


 


Agreed and Accepted as of


 


	____________, 2022
	
     

    Stock Yards Bancorp, Inc.

     

    _______________________________

    By:  James A. Hillebrand

	Its:  Chief Executive Officer


 


 


 


 


 


 


 


xv