LYBC / Lyons Bancorp Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2021 LYONS BANCORP, INC. (Exact name of issuer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2021 LYONS BANCORP, INC. (Exact name of issuer as specified in its charter) Commission File Number: 24R-00452 New York 31-1210180 (State or other jurisdiction of incorporation or organization) (I.R

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the Form 1-K Annual Report of our report dated March 11, 2022, relating to the consolidated financial statements of Lyons Bancorp, Inc. and subsidiary as of and for the years ended December 31, 2021 and 2020. We also consent to the reference to our firm under the heading ?Experts? in the Form 1-K A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMI-ANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semi-annual period ended June 30, 2021 LYONS BANCORP, INC. (Exact name of issuer as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA SEMI-ANNUAL REPORT PURSUANT TO REGULATION A For the fiscal semi-annual period ended June 30, 2021 LYONS BANCORP, INC. (Exact name of issuer as specified in its charter) New York 31-1210180 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 35 William Street, New York 1

Offering Circular 35 William Street, Lyons, New York 14489 (315) 781-5007 Best Efforts Offering of Common Stock Offering Price: $39.50 per share Offering: 252,121 shares for $9,958,780

253G1 1 tm2121584d4253g1.htm 253G1 Filed Pursuant to Rule 253(g)(1)  File No. 024-11576 Offering Circular 35 William Street, Lyons, New York 14489 (315) 781-5007 bankwithlnb.com Best Efforts Offering of Common Stock Offering Price: $39.50 per share Offering: 252,121 shares for $9,958,780 We are distributing to our shareholders, free of charge, non-transferable subscription rights to purchase up to

LYONS BANCORP, INC. RIGHTS OFFERING Your properly completed Subscription Election Form MUST be received by The Lyons National Bank before 5:00 p.m., Lyons, New York time on [ ], 2021

Exhibit 4.1 LYONS BANCORP, INC. RIGHTS OFFERING Your properly completed Subscription Election Form MUST be received by The Lyons National Bank before 5:00 p.m., Lyons, New York time on [ ], 2021 [INSERT SHAREHOLDER NAME] [ACOUNT NUMBER] [INSERT SHAREHOLDER ADDRESS] [SHARES AMOUNT] Dear Shareholder: This letter is being distributed by Lyons Bancorp, Inc. (?us?, ?we?, ?our? or the ?Corporation?) in

LYONS BANCORP, INC. SUPPLEMENTAL OFFERING Your properly completed Subscription Form MUST be received by The Lyons National Bank before 5:00 p.m., Lyons, New York time on [ ], 2021

EX1A-4 SUBS AGMT 4 tm2121584d2ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 LYONS BANCORP, INC. SUPPLEMENTAL OFFERING Your properly completed Subscription Form MUST be received by The Lyons National Bank before 5:00 p.m., Lyons, New York time on [ ], 2021 [INSERT SHAREHOLDER NAME] [ACOUNT NUMBER] [INSERT SHAREHOLDER ADDRESS] [SHARES AMOUNT] Dear Shareholder: This letter is being distributed by Lyons Bancorp,

Preliminary Offering Circular 35 William Street, Lyons, New York 14489 (315) 781-5007 Best Efforts Offering of Common Stock Offering Price: $39.50 per share Offering: 252,121 shares for $9,958,780

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the Offering Circular of our report dated February 23, 2021, relating to the consolidated financial statements of Lyons Bancorp, Inc. and subsidiary as of and for the years ended December 31, 2020 and 2019. We also consent to the reference to our firm under the heading ?Experts? in the Offering Cir

[Letterhead of Woods Oviatt Gilman LLP] August 4, 2021

Exhibit 12.1 [Letterhead of Woods Oviatt Gilman LLP] August 4, 2021 Lyons Bancorp, Inc. 399 Exchange Street Geneva, New York 14456 Ladies and Gentlemen: We have examined the Offering Statement on Form 1-A (the “Offering Statement”) to be filed by Lyons Bancorp, Inc., a New York corporation (the “Company”), with the Securities and Exchange Commission on or about August 4, 2021, in connection with t

Lyons Bancorp, Inc. 35 William Street Lyons, New York 14489 (315) 781-5007

CORRESP 1 filename1.htm Lyons Bancorp, Inc. 35 William Street Lyons, New York 14489 (315) 781-5007 August 4, 2021 Eric Envol Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Lyons Bancorp, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed: August 4, 2021 File No.: 024-11576 Acceleration Request Requested Date: August 6, 2021 Requested Time: 5:00 PM Eastern

Life Insurance Endorsement Method Split Dollar Plan Agreement between The Lyons National Bank and Thomas L. Kime, dated December 27, 2007, as amended January 20, 2009, incorporated by reference to Exhibit 6.11 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.11 LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Insurer: Massachusetts Mutual Life Insurance Company Policy Number: 0075548 Bank: The Lyons National Bank Insured: Thomas L. Kime Relationship of Insured to Bank: Executive Trust: Rabbi Trust for the Executive Salary Continuation Agreement, Director Fee Continuation Agreement, and The Endorsement Method Split Dollar Plan Ag

Life Insurance Endorsement Method Split Dollar Plan Agreement between The Lyons National Bank and Robert A. Schick, dated September 26, 2001, as amended December 26, 2007, May 14, 2014, and December 15, 2015, incorporated by reference to Exhibit 6.12 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.12 LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Insurer: Union Central Life Insurance Company Policy Number: U200001372 Bank: The Lyons National Bank Insured: Robert A. Schick, President Relationship of Insured to Bank: Executive Trust: Rabbi Trust for the Executive Salary Continuation Agreement, Director Fee Continuation Agreement, and The Endorsement Method Split Dolla

Certificate of Amendment of the Certificate of Incorporation of Lyons Bancorp, Inc. filed with the New York Department of State on July 29, 1987, incorporated by reference to Exhibit 2.2 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 2.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF LYONS BANCORP, INC. (Under Section 805 of the Business Corporation Law) The undersigned, being Incorporator does hereby certify and set forth: (1) The name of the corporation is LYONS BANCORP, INC. (2) The certificate of incorporation was filed by the Department of State on the 15th day of April, 1987. (3) Paragraph (4) of

The Lyons National Bank 2019 Deferred Compensation Plan, as amended, and Schedule, incorporated by reference to Exhibit 6.14 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.14 THE LYONS NATIONAL BANK 2019 DEFERRED COMPENSATION PLAN Effective May 1, 2019 THE LYONS NATIONAL BANK 2019 DEFERRED COMPENSATION PLAN This 2019 Deferred Compensation Plan (the “Plan”), is made and entered into as of May 1, 2019 (the “Effective Date”), by The Lyons National Bank (the “Bank”), a federally-chartered national bank with its principal administrative office located at 35 Wil

Life Insurance Endorsement Method Split Dollar Plan Agreement between The Lyons National Bank and Clair J. Britt, dated September 26, 2001, as amended February 5, 2007, December 27, 2007, and January 20, 2009, incorporated by reference to Exhibit 6.9 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.9 LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Insurer: ING Southland Life Insurance Company Union Central Life Insurance Company Policy Number: 0660014919 U200001297 Bank: The Lyons National Bank Insured: Clair J. Britt, Executive Vice President Relationship of Insured to Bank: Executive Trust: Rabbi Trust for the Executive Salary Continuation Agreement, Director Fee Co

Form of Severance Agreement by and between The Lyons National Bank, Lyons Bancorp Inc. and Executive Officers, and Schedule, incorporated by reference to Exhibit 6.1 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.1 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this “Agreement”) is made effective as of the day , by and between THE LYONS NATIONAL BANK, a federally chartered banking organization (the “Company”) with its principal offices located at 35 William Street, Lyons, New York 14489, LYONS BANCORP INC., a New York business corporation (the “Holding Company”) with its principal offices located

Certificate of Incorporation of Lyons Bancorp, Inc., filed with the New York Department of State on April 15, 1987, incorporated by reference to Exhibit 2.1 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 2.1 CERTIFICATE OF INCORPORATION OF LYONS BANCORP, INC. (Under Section 402 of the Business Corporation Law) THE UNDERSIGNED, being of the age of eighteen years or over, under Section 402 of the New York Business Corporation Law, does hereby set forth: (1) The name of the Corporation is LYONS BANCORP, INC. (2) The purposes for which it is formed are: to engage in any lawful act or activity

Executive Salary Continuation Agreement between The Lyons National Bank and Thomas L. Kime, dated December 27, 2007, incorporated by reference to Exhibit 6.7 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

EX1A-6 MAT CTRCT 21 tm2121584d1ex6-7.htm EXHIBIT 6.7 Exhibit 6.7 EXECUTIVE SALARY CONTINUATION AGREEMENT THIS AGREEMENT, made and entered into this 27th day of December, 2007, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the “Bank”), and Thomas L. Kime, an Executive of the Bank (hereinafter referred

Written description of consulting arrangement between Lyons Bancorp, Inc. and Robert A. Schick, incorporated by reference to Exhibit 6.13 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.13 Terms of consulting arrangement between Lyons Bancorp, Inc. and Robert A. Schick The Company and Robert A. Schick, Director and Chairman of the board of directors of the Company, have a general consulting arrangement, approved by the board of directors of the Company in January 2021, in accordance with which Mr. Schick was hired as the Company?s President and appointed Chairman of the

Certificate of Amendment of the Certificate of Incorporation of Lyons Bancorp, Inc. filed with the New York Department of State on February 28, 2012, incorporated by reference to Exhibit 2.5 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 2.5 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF LYONS BANCORP, INC. Under Section 805 of the Business Corporation Law The undersigned, being the President of LYONS BANCORP, INC., pursuant to Section 805 of the New York Business Corporation Law, does hereby certify as follows: oration Law, does hereby certify as follows: 1. The name of the corporation is LYONS BANCORP, I

Certificate of Amendment of the Certificate of Incorporation of Lyons Bancorp, Inc. filed with the New York State Department of State on December 22, 2016, incorporated by reference to Exhibit 2.7 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 2.7 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF LYONS BANCORP, INC. Under Section 805 of the Business Corporation Law The undersigned, being the Chief Executive Officer and President of Lyons Bancorp, Inc., pursuant to Section 805 of the New York Business Corporation Law, does hereby certify as follows: 1. The name of the corporation is Lyons Bancorp, Inc. (the “Corpora

409A Amendment to the Director Fee Continuation Agreement between The Lyons National Bank and David J. Breen, Jr. effective January 1, 2005, and Schedule, incorporated by reference to Exhibit 6.3 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

EX1A-6 MAT CTRCT 17 tm2121584d1ex6-3.htm EXHIBIT 6.3 Exhibit 6.3 409A Amendment to The Lyons National Bank Director Fee Continuation Agreement for David J. Breen, Jr. The Lyons National Bank (“Bank”) and David J. Breen, Jr. (“Director”) originally entered into The Lyons National Bank Director Fee Continuation Agreement (“Agreement”) on September 26, 2001. Pursuant to Subparagraph XIII (C) of the A

Executive Salary Continuation Agreement between The Lyons National Bank and Clair J. Britt, Jr., dated September 26, 2001, as amended July 22, 2008, incorporated by reference to Exhibit 6.5 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.5 EXECUTIVE SALARY CONTINUATION AGREEMENT THE AGREEMENT, made and entered into this 26th day of September, 2001 by and between The Lyons National Bank, a banking corporation organized and existing under the laws of the United States (hereinafter called “Bank”), and Clair J. Britt (hereinafter called the “Executive”). WITNESSETH: WHEREAS, the Executive has been and continues to be a value

Preliminary Offering Circular 35 William Street, Lyons, New York 14489 (315) 781-5007 Best Efforts Offering of Common Stock Offering Price: $[35] to $[40] per share Offering: [252,121] shares for $[_______]

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

Certificate of Amendment of the Certificate of Incorporation of Lyons Bancorp, Inc. filed with the New York Department of State on March 31, 1997, incorporated by reference to Exhibit 2.3 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 2.3 F970331000889 MAR. 31, 1997 10:52AM P 4 FROM : ACCELERATED INFO AND DOCUMENT PHONE NO.: 518 434 3641 AIDF-24 CERTIFICATE OF AMENDMENT of the CERTIFICATED OF INCORPORATION of LYONS BANCORP, INC. Under Section 805 of the Business Corporation Law Pursuant to the provisions of Section 805 of the Business Corporation Law, the undersigned John J. werner, Jr. and Shirley A. Sharpe, being resp

Certificate of Amendment of the Certificate of Incorporation of Lyons Bancorp, Inc. filed with the New York Department of State on March 10, 2016, incorporated by reference to Exhibit 2.6 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 2.6 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF LYONS BANCORP, INC. Under Section 805 of the Business Corporation Law The undersigned, being n officer of LYONS BANCORP, INC., pursuant to Section 805 of the New York Business Corporation Law, does hereby certify as follows: 1. The name of the corporation is LYONS BANCORP, INC, (the “Corporation”). 2. The Certificate of In

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in the Offering Circular of our report dated February 23, 2021, relating to the consolidated financial statements of Lyons Bancorp, Inc. and subsidiary as of and for the years ended December 31, 2020 and 2019. We also consent to the reference to our firm under the heading “Experts” in the Offering Cir

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN

Exhibit 6.10 LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Insurer: Massachusetts Mutual Life Insurance Company Policy Number: 0075547 Bank: The Lyons National Bank Insured: Stephen V. DeRaddo Relationship of Insured to Bank: Executive Trust: Rabbi Trust for the Executive Salary Continuation Agreement, Director Fee Continuation Agreement, and The Endorsement Method Split Dollar Pla

Executive Salary Continuation Agreement between The Lyons National Bank and Stephen DeRaddo, dated December 31, 2007, incorporated by reference to Exhibit 6.6 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.6 EXECUTIVE SALARY CONTINUATION AGREEMENT THIS AGREEMENT, made and entered into this 31st day of December, 2007, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the “Bank”), and Stephen V. DeRaddo, an Executive of the Bank (hereinafter referred to as the “Executive”), a member of a select gro

Certificate of Amendment of the Certificate of Incorporation of Lyons Bancorp, Inc. filed with the New York Department of State on May 29, 2018, incorporated by reference to Exhibit 2.8 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 2.8 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF LYONS BANCORP, INC. Under Section 805 of the Business Corporation Law The undersigned being the President of LYONS BANCORP, INC., pursuant to Section 805 of the New York Business Corporation Law, does hereby certify as follows: 1. The name of the corporation is LYONS BANCORP, INC. (the ?Corporation?). 2. The Certificate of

Rights Offering Subscription Agreement, incorporated by reference to Exhibit 4.1 of the Offering Circular included in Part II of the issuer’s Form 1-A/A filed with the Securities Exchange Commission on August 4, 2021.

Exhibit 4.1 LYONS BANCORP, INC. RIGHTS OFFERING Your properly completed Subscription Election Form MUST be received by The Lyons National Bank before 5:00 p.m., Lyons, New York time on [], 2021 [INSERT SHAREHOLDER NAME] [INSERT SHAREHOLDER ADDRESS] [INSERT SHAREHOLDER CITY, STATE, ZIP] Dear Shareholder: This letter is being distributed by Lyons Bancorp, Inc. (“us”, “we”, “our” or the “Corporation”

Form of Subordinated Promissory Note Due 2027 of Lyons Bancorp, Inc., incorporated by reference to Exhibit 3.3 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 3.3 THIS SUBORDINATED NOTE IS AN UNSECURED SUBORDINATED DEBT OBLIGATION OF LYONS BANCORP, INC. (THE "COMPANY"). THIS SUBORDINATED NOTE IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF GENERAL CREDITORS OF THE COMPANY AS PROVIDED HEREIN. TH

Amended and Restated Bylaws of Lyons Bancorp, Inc., incorporated by reference to Exhibit 2.9 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 2.9 LYONS BANCORP, INC. LYONS, NEW YORK AMENDED & RESTATED BYLAWS (06/29/2021) Organized Under New York Business Corporation Law. ARTICLE I OFFICES SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall be located in the Village of Lyons, County of Wayne, State of New York. SECTION 2. OTHER OFFICES. Corporation may also have such other offices, as the board of directors

Form of Deferred Compensation Agreement between The Lyons National Bank, Lyons Bancorp, Inc. for certain executive officers dated January 1, 2007, as amended January 1, 2014, January 1, 2016, May 1, 2019, November 13, 2019 and May 1, 2020 and Schedule, incorporated by reference to Exhibit 6.4 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.4 DEFERRED COMPENSATION AGREEMENT THIS DEFERRED COMPENSATION AGREEMENT (this "Agreement") is made effective as of the1st day of January 2007 by and between THE LYONS NATIONAL BANK, a federally chartered banking organization (the "Company") with its principal offices located at 35 William Street, Lyons, New York 14489, LYONS BANCORP INC., a New York business corporation (the "Holding Comp

Form of Director Fee Continuation Agreement between The Lyons National Bank and Non-Employee Directors, and Schedule, incorporated by reference to Exhibit 6.2 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.2 DIRECTOR FEE CONTINUATION AGREEMENT THIS AGREEMENT, made and entered into this 26th day of September, 2001 by and between The Lyons National Bank, a Bank organized and existing under the laws of the United States, (hereinafter referred to as the, “Bank”), and David J. Breen, Jr., a member of the Board of Directors of the Bank (hereinafter referred to as the “Director”). WITNESSETH: WHE

Supplemental Offering Subscription Agreement, incorporated by reference to Exhibit 4.2 of the Offering Circular included in Part II of the issuer’s Form 1-A/A filed with the Securities Exchange Commission on August 4, 2021.

Exhibit 4.2 LYONS BANCORP, INC. SUPPLEMENTAL OFFERING Your properly completed Subscription Form MUST be received by The Lyons National Bank before 5:00 p.m., Lyons, New York time on [], 2021 [INSERT SHAREHOLDER NAME] [INSERT SHAREHOLDER ADDRESS] [INSERT SHAREHOLDER CITY, STATE, ZIP] Dear Shareholder: This letter is being distributed by Lyons Bancorp, Inc. (?us?, ?we?, ?our? or the ?Corporation?) i

Certificate of Amendment of the Certificate of Incorporation of Lyons Bancorp, Inc. filed with the New York Department of State on December 30, 2003, incorporated by reference to Exhibit 2.4 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 2.4 Relyea-75 F031230001 060 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF LYONS BANCORP, INC. Under Section 805 of the Business Corporation Law The undersigned, being the President of LYONS BANCORP, INC., pursuant to Section 805 of the Now York Business Corporation Law, does hereby certify as follows: 1. The name of the corporation is LYONS BANCORP, INC. 2. The Certifica

Executive Salary Continuation Agreement between The Lyons National Bank and Robert A. Schick, dated September 26, 2001, as amended January 1, 2005, incorporated by reference to Exhibit 6.8 of the Offering Circular included in Part II of the issuer’s Form 1-A filed with the Securities Exchange Commission on July 9, 2021.

Exhibit 6.8 EXECUTIVE SALARY CONTINUATION AGREEMENT THE AGREEMENT, made and entered into this 26th day of September, 2001 by and between The Lyons National Bank, a banking corporation organized and existing under the laws of the United States (hereinafter called “Bank”), and Robert A. Schick (hereinafter called the “Executive”). WITNESSETH: WHEREAS, the Executive has been and continues to be a val

July , 2021

Exhibit 99.1 Robert A. Schick Chairman of the Board & President 35 William Street, Lyons, NY 14489 [email protected] Phone: 315-946-8260 ● Cell: 585-474-2604 www.BankwithLNB.com July , 2021 Robert A. Schick 477 South Main Street Geneva, New York 14456 Dear Bob, In the last fiscal year government economic stimulus programs have helped grow our balance sheet by over 22%, or $295 million over t

Lyons Bancorp 1-A-W

1-A-W 1 v4357191a-w.htm 1-A-W March 30, 2016 VIA EDGAR Jonathan Gottlieb, Staff Attorney U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Lyons Bancorp, Inc. Request to Withdraw Offering Statement on Form 1-A Ladies and Gentlemen: Pursuant to Rule 259 promulgated under the Securities Act of 1933, Lyons Bancorp, Inc. (the “Company”)

LYONS BANCORP, INC. LYONS, NEW YORK AMENDED AND RESTATED BYLAWS Organized Under New York Business Corporation Law. ARTICLE I

Exhibit 2.7 LYONS BANCORP, INC. LYONS, NEW YORK AMENDED AND RESTATED BYLAWS Organized Under New York Business Corporation Law. ARTICLE I OFFICES SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall be located in the Village of Lyons, County of Wayne, State of New York. SECTION 2. OTHER OFFICES. Corporation may also have such other offices, as the board of directors may from t

STATE OF NEW YORK DEPARTMENT OF STATE

Exhibit 2.2 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on March 8, 2016. /s/ Anthony Giardina Anthony Giardina Executive Deputy Secretary of Sta

THE LYONS NATIONAL BANK ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT Effective July 6, 2009

Exhibit 6.21 THE LYONS NATIONAL BANK Endorsement Split Dollar Life Insurance Agreement THE LYONS NATIONAL BANK ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT Effective July 6, 2009 THIS ENDORSEMENT SPLIT-DOLLAR LIFE INSURANCE AGREEMENT (?Agreement?) is made and entered into this 6 day of July, 2009, by and between THE LYONS NATIONAL BANK (?Bank?), a bank located in Lyons, New York, and DIANA R.

To the Deferred Compensation Agreement for Thomas L. Kime

Exhibit 6.30 AMENDMENT To the Deferred Compensation Agreement for Thomas L. Kime THIS AMENDMENT, made and entered into this 1st day of January 2014, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the ?Bank?), and Thomas L. Kime, an Executive of the Bank (hereinafter referred to as the ?Executive?), sh

THE LYONS NATIONAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

Exhibit 6.22 THE LYONS NATIONAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT THE LYONS NATIONAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (“Agreement”) is made and entered into this 6 day of July, 2009, between THE LYONS NATIONAL BANK (“Bank”), a bank located in Lyons, New York, and DIANA R, JOHNSON (“Executive”). Article 1 – Benefits Tab

DEFERRED COMPENSATION AGREEMENT

Exhibit 6.9 DEFERRED COMPENSATION AGREEMENT THIS DEFERRED COMPENSATION AGREEMENT (this ?Agreement?) is made effective as of the and between THE LYONS NATIONAL BANK, a federally chartered banking organization (the ?Company?) with its principal offices located at 35 William Street, Lyons, New York 14489, LYONS BANCORP INC., a New York business corporation (the ?Holding Company?) with its principal o

TO THE DEFERRED COMPENSATION AGREEMENT FOR ROBERT A. SCHICK

Exhibit 6.26 AMENDMENT TO THE DEFERRED COMPENSATION AGREEMENT FOR ROBERT A. SCHICK This Amendment, made and entered into this 26th day of February, 2013, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (herein referred to as the ?Bank?), and Robert A. Schick, an Executive of the Bank (herein referred to as the ?Executive?) shall

EXECUTIVE SALARY CONTINUATION AGREEMENT

Exhibit 6.3 EXECUTIVE SALARY CONTINUATION AGREEMENT THE AGREEMENT, made and entered into this 26th day of September, 2001 by and between The Lyons National Bank, a banking corporation organized and existing under the laws of the United States (hereinafter called "Bank”), and Robert A. Schick (hereinafter called the “Executive"). WITNESSETH: WHEREAS, the Executive has been and continues to be a val

To the Deferred Compensation Agreement for: Stephen V. DeRaddo

Exhibit 6.28 AMENDMENT To the Deferred Compensation Agreement for: Stephen V. DeRaddo THIS AMENDMENT, made and entered into this 1st day of January 2014, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the “Bank”), and Stephen V. DeRaddo, an Executive of the Bank (hereinafter referred to as the “Execut

SUPPLEMENTAL OFFERING SUBSCRIPTION AGREEMENT LYONS BANCORP, INC. COMPLETED SUBSCRIPTIONS SHOULD BE RETURNED TO: The Lyons National Bank Attn: Rights Offering Subscription 35 William Street Lyons, NY 14489 ALL CHECKS AND MONEY ORDERS SHOULD BE MADE PA

Exhibit 4.2 SUPPLEMENTAL OFFERING SUBSCRIPTION AGREEMENT LYONS BANCORP, INC. COMPLETED SUBSCRIPTIONS SHOULD BE RETURNED TO: The Lyons National Bank Attn: Rights Offering Subscription 35 William Street Lyons, NY 14489 ALL CHECKS AND MONEY ORDERS SHOULD BE MADE PAYABLE TO ?THE LYONS NATIONAL BANK.? IMPORTANT INFORMATION The terms of this offering are described in the Offering Circular dated [], 2016

LYONS BANCORP, INC. RIGHTS OFFERING Your properly completed Subscription Election Form MUST be received by The Lyons National Bank before 5:00 p.m., Lyons, New York time on May [__], 2016

Exhibit 4.1 LYONS BANCORP, INC. RIGHTS OFFERING Your properly completed Subscription Election Form MUST be received by The Lyons National Bank before 5:00 p.m., Lyons, New York time on May [], 2016 [INSERT SHAREHOLDER NAME] [INSERT SHAREHOLDER ADDRESS] [INSERT SHAREHOLDER CITY, STATE, ZIP] Dear Shareholder: This letter is being distributed by Lyons Bancorp, Inc. (“us”, “we”, “our” or the “Corporat

409A Amendment The Lyons National Bank Executive Salary Continuation Agreement for Robert A. Schick

Exhibit 6.8 409A Amendment to The Lyons National Bank Executive Salary Continuation Agreement for Robert A. Schick The Lyons National Bank (“Bank”) and Robert A. Schick (“Executive”) originally entered into The Lyons National Bank Executive Salary Continuation Agreement (“Agreement”) on September 26, 2001. Pursuant to Section XVIII of the Agreement, the Bank and the Executive hereby adopt this 409

AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT ROBERT A. SCHICK

Exhibit 6.33 THE LYONS NATIONAL BANK LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR ROBERT A. SCHICK THIS AMENDMENT, made and entered into this 14th day of May, 2014, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter refer

AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT EFFECTIVE SEPTEMBER 12, 2001

Exhibit 6.12 AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT EFFECTIVE SEPTEMBER 12, 2001 THIS AMENDMENT, made and entered into this 27th day of December, 2007, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America, (hereinafter referred to as the ?Bank?), and Clair J. Britt, Jr., an Executive of the Bank

EXECUTIVE SALARY CONTINUATION AGREEMENT

Exhibit 6.2 EXECUTIVE SALARY CONTINUATION AGREEMENT THE AGREEMENT, made and entered into this 26th day of September, 2001 by and between The Lyons National Bank, a banking corporation organized and existing under the laws of the United States (hereinafter called ?Bank?), and Clair J. Britt (hereinafter called the ?Executive?). WITNESSETH: WHEREAS, the Executive has been and continues to be a value

EXECUTIVE SALARY CONTINUATION AGREEMENT

Exhibit 6.14 EXECUTIVE SALARY CONTINUATION AGREEMENT THIS AGREEMENT, made and entered into this 27th day of December, 2007, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the ?Bank?), and Thomas L. Kime, an Executive of the Bank (hereinafter referred to as the ?Executive?), a member of a select group

AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR THOMAS L. KIME

Exhibit 6.20 AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR THOMAS L. KIME THIS AMENDMENT, made and entered into this 20th day of Jan, 2009, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the “Bank”), and Thomas L. Kime, an Executive of the Bank (hereinafter referre

EXHIBIT 3.1

Exhibit 3.1

FILING RECEIPT

Exhibit 2.6 N. Y. S. DEPARTMENT OF STATE DIVISION OF CORPORATIONS AND STATE RECORDS ALBANY, NY 12231-0001 FILING RECEIPT ENTITY NAME: LYONS BANCORP, INC. DOCUMENT TYPE: AMENDMENT (DOMESTIC BUSINESS) COUNTY: WAYN STOCK PROVISIONS FILED : 03/10/2016 DURATION: ********* CASH# : 160310000592 FILM # : 160310000540 FILER: WOODS OVIATT GILMAN LLP 700 CROSSROADS BUILDING 2 STATE STREET ROCHESTER, NY 14614

To the Deferred Compensation Agreement for Thomas L. Kime

Exhibit 6.17 AMENDMENT To the Deferred Compensation Agreement for Thomas L. Kime THIS AMENDMENT, made and entered into this 1st day of January 2008, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the ?Bank?), and Thomas L. Kime, an Executive of the Bank (hereinafter referred to as the ?Executive?), sh

DIRECTOR FEE CONTINUATION AGREEMENT

Exhibit 6.1 DIRECTOR FEE CONTINUATION AGREEMENT THIS AGREEMENT, made and entered into this 26th day of September, 2001 by and between The Lyons National Bank, a Bank organized and existing under the laws of the United States, (hereinafter referred to as the, ?Bank?), and David J. Breen, Jr., a member of the Board of Directors of the Bank (hereinafter referred to as the ?Director?). WITNESSETH: WHE

To the Deferred Compensation Agreement for Phillip M. McCann

Exhibit 6.31 AMENDMENT To the Deferred Compensation Agreement for Phillip M. McCann THIS AMENDMENT, made and entered into this 1st day of January 2014, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the ?Bank?), and Phillip M. McCann, an Executive of the Bank (hereinafter referred to as the ?Executive

To the Deferred Compensation Agreement for: Clair J. Britt, Jr.

Exhibit 6.27 AMENDMENT To the Deferred Compensation Agreement for: Clair J. Britt, Jr. THIS AMENDMENT, made and entered into this 1st day of January 2014, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the ?Bank?), and Clair J. Britt, Jr., an Executive of the Bank (hereinafter referred to as the ?Exec

EXECUTIVE SALARY CONTINUATION AGREEMENT

Exhibit 6.16 EXECUTIVE SALARY CONTINUATION AGREEMENT THIS AGREEMENT, made and entered into this 31st day of December, 2007, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the ?Bank?), and Stephen V. DeRaddo, an Executive of the Bank (hereinafter referred to as the ?Executive?), a member of a select gr

STATE OF NEW YORK DEPARTMENT OF STATE

Exhibit 2.4 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on March 8, 2016. /s/ Anthony Giardina Anthony Giardina Executive Deputy Secretary of Sta

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation in the Offering Circular of our report dated March 11, 2016, relating to the consolidated financial statements of Lyons Bancorp, Inc. and subsidiary as of and for the years ended December 31, 2015 and 2014. We also consent to the reference to our firm under the heading “Experts” in the Offering Ci

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN

Exhibit 6.15 LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Insurer: Massachusetts Mutual Life Insurance Company Policy Number: 0075548 Bank: The Lyons National Bank Insured: Thomas L. Kime Relationship of Insured to Bank: Executive Trust: Rabbi Trust for the Executive Salary Continuation Agreement, Director Fee Continuation Agreement, and The Endorsement Method Split Dollar Plan Ag

TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR CLAIR J. BRITT, JR.

Exhibit 6.22 AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR CLAIR J. BRITT, JR. THIS AMENDMENT, made and entered into this 20th day of January, 2009, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the ?Bank?), and Clair J. Britt, Jr., an Executive of the Bank (herei

AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT EFFECTIVE SEPTEMBER 12, 2001

Exhibit 6.11 AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT EFFECTIVE SEPTEMBER 12, 2001 THIS AMENDMENT, made and entered into this 26th day of December, 2007, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America, (hereinafter referred to as the ?Bank?), and Robert A. Schick, an Executive of the Bank, (

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN

Exhibit 6.5 LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Insurer: Union Central Life Insurance Company Policy Number: U200001372 Bank: The Lyons National Bank Insured: Robert A. Schick, President Relationship of Insured to Bank: Executive Trust: Rabbi Trust for the Executive Salary Continuation Agreement, Director Fee Continuation Agreement, and The Endorsement Method Split Dollar

AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR STEPHEN V. DERADDO

Exhibit 6.19 AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR STEPHEN V. DERADDO THIS AMENDMENT, made and entered into this 20th day of January, 2009, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the ?Bank?), and Stephen V. DeRaddo, an Executive of the Bank (hereina

FIRST AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT EFFECTIVE SEPTEMBER 12, 2001

Exhibit 6.10 FIRST AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT EFFECTIVE SEPTEMBER 12, 2001 This Amendment, made and entered into this 5th day of February, 2007, by and between The Lyons National Bank, a banking corporation organized and existing under the laws of the United States of America, hereinafter referred to as the, ?Bank?, and Clair J. Britt, a Key Empl

AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR ROBERT A. SCHICK

Exhibit 6.34 AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT FOR ROBERT A. SCHICK THIS AMENDMENT, made and entered into this 15th day of December, 2015, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the ?Bank?), and Robert A. Schick, an Executive of the Bank (hereinafte

THE LYONS NATIONAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

Exhibit 6.25 THE LYONS NATIONAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT THE LYONS NATIONAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (?Agreement?) is made and entered into this 1st day of January, 2011, between THE LYONS NATIONAL BANK (?Bank?), a bank located in Lyons, New York, and PHILLIP M. MCCANN (?Executive?). Article 1 ? Benefi

409A Amendment The Lyons National Bank Executive Salary Continuation Agreement for Clair J. Britt

Exhibit 6.7 409A Amendment to The Lyons National Bank Executive Salary Continuation Agreement for Clair J. Britt The Lyons National Bank (?Bank?) and Clair J, Britt (?Executive?) originally entered into The Lyons National Bank Executive Salary Continuation Agreement (?Agreement?) on September 26, 2001. Pursuant to Section XVIII of the Agreement, the Bank and the Executive hereby adopt this 409A Am

STATE OF NEW YORK DEPARTMENT OF STATE

Exhibit 2.3 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State at the City of Albany, on March 8, 2016. /s/ Anthony Giardina Anthony Giardina Executive Deputy Secretary of Stat

LYONS BANCORP, INC. FORM OF WARRANT CERTIFICATE FOR PURCHASE OF SHARES OF COMMON STOCK THIS WARRANT CERTIFICATE IS VOID AFTER 5:00 P.M., EASTERN TIME, ON DECEMBER 31, 2018, OR SUCH LATER DATE AS MAY BE SET BY THE COMPANY IN ITS SOLE DISCRETION

Exhibit 3.2 LYONS BANCORP, INC. FORM OF WARRANT CERTIFICATE FOR PURCHASE OF SHARES OF COMMON STOCK THIS WARRANT CERTIFICATE IS VOID AFTER 5:00 P.M., EASTERN TIME, ON DECEMBER 31, 2018, OR SUCH LATER DATE AS MAY BE SET BY THE COMPANY IN ITS SOLE DISCRETION Number of Warrants: Warrant No. This Warrant Certificate certifies that, for value received, (the “Holder”) is the registered holder of the numb

STATE OF NEW YORK DEPARTMENT OF STATE

Exhibit 2.5 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on March 8, 2016. /s/ Anthony Giardina Anthony Giardina Executive Deputy Secretary of Sta

To the Deferred Compensation Agreement for Diana R. Johnson

Exhibit 6.23 AMENDMENT To the Deferred Compensation Agreement for Diana R. Johnson THIS AMENDMENT, made and entered into this 1st day of January 2011, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the “Bank”), and Diana R. Johnson, an Executive of the Bank (hereinafter referred to as the “Executive”)

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN

Exhibit 6.4 LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Insurer: ING Southland Life Insurance Company Union Central Life Insurance Company Policy Number: 0660014919 U200001297 Bank: The Lyons National Bank Insured: Clair J. Britt, Executive Vice President Relationship of Insured to Bank: Executive Trust: Rabbi Trust for the Executive Salary Continuation Agreement, Director Fee Co

SEVERANCE AGREEMENT

Exhibit 6.32 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this ?Agreement?) is made effective as of the 1st day January 2014, by and between THE LYONS NATIONAL BANK, a federally chartered banking organization (the ?Company?) with its principal offices located at 35 William Street, Lyons, New York 14489, LYONS BANCORP INC., a New York business corporation (the ?Holding Company?) with its principal

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN

Exhibit 6.13 LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT Insurer: Massachusetts Mutual Life Insurance Company Policy Number: 0075547 Bank: The Lyons National Bank Insured: Stephen V. DeRaddo Relationship of Insured to Bank: Executive Trust: Rabbi Trust for the Executive Salary Continuation Agreement, Director Fee Continuation Agreement, and The Endorsement Method Split Dollar Pla

409A Amendment The Lyons National Bank Director Fee Continuation Agreement for David J. Breen, Jr.

Exhibit 6.6 409A Amendment to The Lyons National Bank Director Fee Continuation Agreement for David J. Breen, Jr. The Lyons National Bank (?Bank?) and David J. Breen, Jr. (?Director?) originally entered into The Lyons National Bank Director Fee Continuation Agreement (?Agreement?) on September 26, 2001. Pursuant to Subparagraph XIII (C) of the Agreement, the Bank and the Director hereby adopt this

STATE OF NEW YORK DEPARTMENT OF STATE

Exhibit 2.1 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on March 8, 2016. /s/ Anthony Giardina Anthony Giardina Executive Deputy Secretary of Sta

THE LYONS NATIONAL BANK ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Exhibit 6.24 THE LYONS NATIONAL BANK ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT THE LYONS NATIONAL BANK ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT THIS ENDORSEMENT SPLIT-DOLLAR LIFE INSURANCE AGREEMENT (“Agreement”) is made and entered into this 1st day of January, 2011, by and between THE LYONS NATIONAL BANK (“Bank”), a bank located in Lyons, NY, and PHILLIP M. MCCANN (“Executive”).

35 William Street, Lyons, New York 14489 (315) 946-4871 Best Efforts Offering of Units Each Unit Comprised of One Common Share and One Common Share Purchase Warrant Offering Price: $25 to $30 per Unit Offering: 317,000 to 377,000 Units for [$ ]

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

To the Deferred Compensation Agreement for Diana R. Johnson

Exhibit 6.29 AMENDMENT To the Deferred Compensation Agreement for Diana R. Johnson THIS AMENDMENT, made and entered into this 1st day of January 2014, by and between The Lyons National Bank, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the ?Bank?), and Diana R. Johnson, an Executive of the Bank (hereinafter referred to as the ?Executive?)