GUARANTY BANCSHARES, INC. 2015 EQUITY INCENTIVE PLAN NOTICE OF STOCK APPRECIATION RIGHT AWARD

Exhibit 10.5

GUARANTY BANCSHARES, INC.

2015 EQUITY INCENTIVE PLAN

NOTICE OF STOCK APPRECIATION RIGHT AWARD

Subject to the terms and conditions of this Notice of Stock Appreciation Right Award (this “Notice”), the Stock Appreciation Right Award Agreement attached hereto (the “Award Agreement”), and the Guaranty Bancshares, Inc. 2015 Equity Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Stock Appreciation Rights (the “SARs”) in Guaranty Bancshares, Inc. (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan.

Vesting Schedule:

Subject to the Participant’s continuous status as a Service Provider, and the terms of the Plan and this Award Agreement, the SARs shall vest over a five-year period in accordance with the following vesting schedule (the “Vesting Schedule”):

[Notwithstanding the above, the SARs shall automatically become fully vested upon the earlier of: (i) the Participant’s Disability; (ii) the Participant’s death; and (iii) immediately prior to the closing of a Change in Control of the Company.]

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By your signature and the signature of the Company’s representative below, the Participant and the Company agree that the SARs granted are governed by the terms and conditions of this Notice, the Award Agreement and the Plan.

PARTICIPANT ACKNOWLEDGMENT

The Participant acknowledges receipt of a copy of this Notice, the Award Agreement and the Plan, and represents that he or she is familiar with the provisions thereof, and hereby accepts the SARs subject to all of the terms and provisions hereof and thereof. The Participant has reviewed this Notice, the Award Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of legal counsel prior to executing this Notice and the Award Agreement, and fully understands all provisions of this Notice, the Award Agreement and the Plan. The Participant hereby agrees that all questions of interpretation and administration relating to this Notice, the Award Agreement and the Plan shall be resolved by the Administrator.

The Participant hereby acknowledges that he or she has had the opportunity to review with his or her own tax advisors the tax consequences of receiving this Notice, the Award Agreement and the Plan, and the transactions contemplated thereby, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction, prior to executing this Notice. The Participant attests that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents or affiliates. Further, the Participant hereby acknowledges and understands that he or she (and not the Company) shall be solely responsible for his or her tax liability that may arise as a result of receiving this Notice and the Award Agreement.

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GUARANTY BANCSHARES, INC.

2015 EQUITY INCENTIVE PLAN

STOCK APPRECIATION RIGHT AWARD AGREEMENT

Subject to the terms and conditions of the Notice of Stock Appreciation Right Award (the “Notice”), this Stock Appreciation Right Award Agreement (the “Award Agreement”), and the Guaranty Bancshares, Inc. 2015 Equity Incentive Plan (the “Plan”), the individual set forth in the Notice (the “Participant”) is hereby granted Stock Appreciation Rights (the “SARs”) in Guaranty Bancshares, Inc. (the “Company”). Unless otherwise specifically indicated, all terms used in this Award Agreement shall have the meaning as set forth in the Notice or the Plan.

1.    Number and Purpose of SARs. Participant has been awarded the number of SARs as set forth in the Notice. Subject to the terms and conditions contained in the Notice and this Award Agreement, the general purpose of the SARs is to provide Participant with the prospective ability to receive a cash payment equal in value to the appreciation of the Company’s common stock from the Date of Grant to the conversion and payment set forth in Section 3, below.

2.    Vesting Schedule and Risk of Forfeiture.

(a)    Vesting Schedule. Subject to the Participant’s continuous service with the Company as a Service Provider, and any other limitations set forth in the Notice or this Award Agreement, the SARs shall vest in accordance with the Vesting Schedule provided in the Notice.

(b)    Risk of Forfeiture. The SARs shall be subject to a risk of forfeiture until such time the risk of forfeiture lapses in accordance with the above Vesting Schedule. All or any portion of the SARs subject to a risk of forfeiture shall automatically be forfeited and immediately returned to the Company if Participant’s continuous status as a Service Provider is interrupted or terminated for any reason other than as permitted under the Plan. Additionally, and notwithstanding anything in the Notice or this Award Agreement to the contrary, the vested and unvested SARs shall be forfeited if the Participant’s continuous service as a Service Provider is terminated for Cause or if the Participant breaches (as determined by the Board) any provisions of the Notice, this Award Agreement or the Plan. The Company shall implement any forfeiture under this Section 2 in a unilateral manner, without Participant’s consent, and with no payment to Participant, cash or otherwise, for the forfeited SARs.

3.    Conversion, Payment of SARs. Subject to the terms of this Award Agreements, on the Vesting Date, the portion of the SARs that became vested shall automatically and immediately be converted to the right to receive a cash payment from the Company in an amount equal to the positive difference (if any) between the Fair Market Value of the Company’s common stock as of the Vesting Date and the Fair Market Value of the Company’s common stock as of the Date of Grant and immediately thereafter shall be made to the Participant.

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4.    Taxes.

(a)    Tax Liability. Participant is ultimately liable and responsible for all taxes owed by Participant in connection with his or her receipt of SARs and payments made under this Award Agreement, regardless of any action the Company takes with respect to any tax withholding obligations arising hereunder. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant of SARs or payments made pursuant to this Award Agreement. The Company does not commit and is under no obligation to structure the SARs to reduce or eliminate Participant’s tax liability.

(b)    Payment of Withholding Taxes. Participant authorizes the Company to withhold from the cash payable to Participant upon any payment made pursuant to this Award Agreement an amount sufficient to satisfy any tax withholding obligation, whether federal, state, local or non-U.S., including any employment tax obligation. Notwithstanding anything in this Award Agreement to the contrary, the Company’s obligation to provide any payment under this Award Agreement shall immediately cease if Participant refuses after reasonable notice to make arrangements with the Company to satisfy any tax withholding obligations imposed upon the Company.

5.    Transferability of SARs. The SARs may not be transferred in any manner other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, Participant may designate one or more beneficiaries of Participant’s SARs in the event of Participant’s death on a beneficiary designation form provided by the Administrator. The terms of this Award Agreement shall be binding upon the executors, administrators, heirs, successors and transferees of Participant.

6.    Rights as a Shareholder of the Company. Participant’s receipt of the grant of SARs pursuant to the Notice and this Award Agreement shall provide and confer no rights to or status as a shareholder or equity holder of the Company. Without limiting the foregoing, the holding of SARs shall NOT confer any right to: (i) vote; (ii) bring derivative actions; (iii) inspect books and records of the Company; (iv) receive dividends or other distributions except as provided in Section 3; or (v) have any other rights accorded owners of the Company’s shareholders or equity holders.

7.    Notice. Any notice required by the terms of this Award Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.

8.    Spousal Consent. To the extent Participant is married, Participant agrees to (i) provide Participant’s spouse with a copy of this Award Agreement prior to its execution by Participant and (ii) obtain such spouse’s consent to this Award Agreement as evidenced by such spouse’s execution of the Spousal Consent attached hereto as Exhibit A.

9.    Confidentiality, Non-Competition and Non-Solicitation. The effectiveness of the grant of the SARs and this Award Agreement is contingent upon the Participant executing the

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Confidentiality, Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B. Notwithstanding the foregoing, if as of the date hereof, the Participant is bound by an employment, restrictive covenant or similar agreement with the Company containing a non-competition covenant, the execution of the attached Confidentiality, Non-Competition and Non-Solicitation Agreement will not be a precondition to the effectiveness of the grant of the SARs and this Award Agreement.

10.    Successors and Assigns. Except as provided herein to the contrary, this Award Agreement shall be binding upon and inure to the benefit of the parties to this Award Agreement, their respective permitted successors and assigns.

11.    No Assignment. Except as otherwise provided in this Award Agreement, Participant shall not assign any of his rights under the Notice or this Award Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted to assign its rights or obligations under the Notice and this Award Agreement, but no such assignment shall release the Company of any obligations pursuant to the Notice or this Award Agreement.

12.    Severability. The validity, legality or enforceability of the remainder of this Award Agreement shall not be affected even if one or more of the provisions of this Award Agreement shall be held to be invalid, illegal or unenforceable in any respect.

13.    Amendment. Any provision of this Award Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument signed by the parties hereto.

14.    Administration and Interpretation. Any question or dispute regarding the interpretation of the Notice or this Award Agreement or the receipt of SARs hereunder shall be submitted by Participant to the Administrator. Any determination by the Administrator in connection with any question or dispute arising under the Plan or this Award Agreement shall be final, conclusive, and binding on the Participant, the Company, and all other persons.

15.    Headings. The section headings in this Award Agreement are inserted only as a matter of convenience, and in no way define, limit or interpret the scope of this Award Agreement or of any particular section.

16.    Counterparts. The Notice may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile shall be deemed for all purposes as being a good and valid execution and delivery of the Notice by that party.

17.    Entire Agreement; Governing Law. The Notice and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes in its entirety all prior undertakings, representation and agreements of the Company and Participant (whether oral or written, and whether express or implied) with respect to the subject matter hereof. The Notice and this Award Agreement are to be construed in accordance with and governed by the federal laws of the United States of America and by the internal laws of the State of Texas without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction.

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18.    Venue. The Company and Participant agree that any suit, action or proceeding arising out of or related to the Notice or this Award Agreement shall be brought in court of competent jurisdiction in Titus County, Texas, and that all parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section 18 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

19.    No Guarantee of Service Provider Status. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SARs PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUOUS SERVICE AS A SERVICE PROVIDER AND AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED SARs). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE RIGHT GRANTED HEREUNDER, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH IN THIS AWARD AGREEMENT DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE COMPANY’S OR ANY OF ITS AFFILIATE’S RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

20.    Unsecured General Creditor. Participant shall have no legal or equitable rights, interests or claims in any property or assets of the Company due to the Notice, this Award Agreement and the grant of SARs hereunder. For purposes of the payment of benefits under the Notice and this Award Agreement, Participant shall have no more rights than those of a general creditor of the Company. The Company’s obligation under the Notice and this Award Agreement shall be that of a conditional unfunded and unsecured promise to pay money or property in the future.

21.    Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

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EXHIBIT A

GUARANTY BANCSHARES, INC.

2015 EQUITY INCENTIVE PLAN

STOCK APPRECIATION RIGHT AWARD AGREEMENT

SPOUSAL CONSENT

I, the undersigned, hereby certify that:

1.     I am the spouse of                                                                                               .

2.    Each of the undersigned and the undersigned’s spouse is a resident of                                                                                         .

3.    I have read the Guaranty Bancshares, Inc. 2015 Equity Incentive Plan (the “Plan”) and the Stock Appreciation Right Award Agreement (the “Award Agreement”), by and between Guaranty Bancshares, Inc. (the “Company”), and my spouse. I have had the opportunity to consult independent legal counsel regarding the contents of the Award Agreement and the Plan.

4.    I understand the terms and conditions of the Award Agreement and the Plan.

5.    I hereby consent to the terms of the Award Agreement and the Plan and to their application to and binding effect upon any community property or other interest I may have in the SARs (it being understood that this Spousal Consent shall in no way be construed to create any such interest). I agree that I will take no action at any time to hinder the operation of the transactions contemplated in and by the Award Agreement and the Plan.

IN WITNESS WHEREOF, this Spousal Consent has been executed as of                         , 2015.

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EXHIBIT B

GUARANTY BANCSHARES, INC.

2015 EQUITY INCENTIVE PLAN

STOCK APPRECIATION RIGHT AWARD AGREEMENT

CONFIDENTIALITY, NON-COMPETITION AND

NON-SOLICITATION AGREEMENT

In consideration of receipt of an award under the Guaranty Bancshares, Inc. 2015 Equity Incentive Plan, Participant and the Company enter into this Confidentiality, Non-Competition and Non-Solicitation Agreement (the “Agreement”), effective as of the date signed by Participant below. For purposes of the Agreement, references to the Company shall include its subsidiaries, affiliates, successors, or assigns. Unless otherwise specifically indicated, all terms used in this Agreement shall have the meaning as set forth in the Plan.

1.    Confidential Information and Trade Secrets of Company. While Participant is a Service Provider, the Company may provide Participant (i) with access to and the opportunity to become familiar with its Confidential Information and Trade Secrets (as defined below); (ii) with initial specialized training concerning its procedures, products, services, methods, systems and operations, and thereafter, continuing training, development and education regarding its procedures, products, services, methods, systems and operations; and (iii) with access to Confidential Information and Trade Secrets about, and the opportunity to develop relationships with, the Company’s employees and customers.

(a)    “Confidential Information and Trade Secrets” may be written, verbal or recorded by electronic, magnetic or other methods, whether or not expressly identified as “confidential” by the Company, and includes, but is not limited to, information regarding past, current and prospective customers, investors and business affiliates, employees, contractors, and the industry of the Company; the books and records of the Company; business strategies and methods, including acquisition plans and opportunities, geographic and branch development and expansion, and other lines of business or business opportunities of the Company; capitalization plans and capital raising strategies and all information related thereto, including, but not limited to, any private offering of securities and any proposed offering of securities; the competitors of the Company and their tactics and strategies; lending practices and activities; financial and sales data, financial models, business projections and market studies of the Company; management systems, policies and procedures; technical information concerning products, equipment, services, and processes, including product and systems specifications, concepts for new or improved products and other product or systems data of the Company; the identities of, and special skills possessed by, the employees of the Company, as well as the contents of any personnel records; the identities of and pricing information about the suppliers, vendors, service providers or consultants of the Company, as well as any related procurement procedures and pricing techniques; training programs, methods or processes developed or utilized by the Company; and computer programs and software developed by the Company or its consultants; as well as any other non-public information relating to the Company or any other present or future subsidiaries and affiliates of the Company, whether or not deemed a “trade secret” under applicable laws. “Confidential Information and Trade Secrets” also includes, but is not limited

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EXHIBIT B

to, any other proprietary, confidential or business information or documentation of the Company that is protected by or is otherwise defined as trade secrets under any federal or state trade secret laws, and any documents or other materials independently developed using Confidential Information and Trade Secrets.

(b)    “Company Business” shall mean commercial banking including, but not limited to, personal and business banking, acceptance of deposits and providing deposit products and services, consumer and business lending, mortgage lending, wealth management, trust and estate planning, retirement planning, and asset management.

(c)    Participant acknowledges that all notes, data, forms, reference and training materials, leads, memoranda, computer programs, computer print-outs, disks and the information contained in any computer, whether stored locally at the Company or remotely by the Company or others on behalf of the Company, and any other records which contain, reflect or describe any Confidential Information and Trade Secrets, belong exclusively to the Company. Upon the termination of Participants’ status as a Service Provider, Participant shall promptly return such materials and all copies thereof in Participant’s possession to Company, regardless of the cause of the termination of Participant’s status as a Service Provider.

(d)    For so long as Participant is a Service Provider and thereafter, Participant will not copy, publish, convey, transfer, disclose nor use, directly or indirectly, for Participant’s own benefit or for the benefit of any other person or entity (except the Company) any Confidential Information and Trade Secrets; provided, that any copying or other prohibited use of Confidential Information and Trade Secrets shall not include copying or otherwise using Confidential Information and Trade Secrets in connection with communications with current or potential customers or vendors that the Participant reasonably expects to have a direct benefit to the Company; provided, further, that Participant shall take any steps reasonably necessary to ensure that Confidential Information and Trade Secrets are not disclosed, by Participant or by any such potential customers or vendors, to an extent greater than that which is reasonably required to provide such benefit to the Company. Participant will abide by all rules, guidelines, policies and procedures relating to Confidential Information and Trade Secrets implemented and/or amended from time to time by Company.

2.    Participant Confidentiality Obligations. Participant agrees to keep all such information confidential and not to disclose any such Confidential Information and Trade Secrets, directly or indirectly, to any third party without the prior express written consent of the Company. Participant also agrees not to use such Confidential Information and Trade Secrets in any way, either during the term of this Agreement or at any time thereafter, except as required in the in furtherance of Participant’s duties as a Service Provider. All such Confidential Information and Trade Secrets, including but not limited to files, records, Customer lists, manuals, documents, drawings, specifications, personal notes, personal property and similar items related to the business of the Company, whether or not prepared by Participant, shall remain the exclusive property of the Company.

3.    Return of Documents, Equipment, Etc. Immediately upon the termination of Participant’s status as a Service Provider, or whenever requested by the Company, Participant shall immediately deliver to Human Resources all property of the Company in Participant’s possession or under Participant’s control, including but not limited to all items listed above and all other records, files, lists, supplies, and personal property of the Company.

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EXHIBIT B

4.    Confidential Data of Customers of the Company. In the course performing duties to the Company as a Service Provider, Participant may have access to or handle substantial information concerning customers and clients of the Company. All such information is considered confidential by the Company and shall not be disclosed, directly or indirectly, to any person or entity without the prior written consent of the Company.

5.    Non-Competition and Non-Solicitation of Customers, Clients and Participants. Participant agrees that during the time that Participant is a Service Provider and for a period of one (1) year after termination of Participant’s status as a Service Provider (the “Restricted Period”), regardless of whether the termination occurs with or without cause and regardless of who terminates this Agreement, Participant will not directly or indirectly, as an employee, officer, director, shareholder, proprietor, agent, partner, recruiter, consultant, independent contractor or in any other individual or representative capacity engage in any of the Restricted Activities.

(a)    “Restricted Activities” means and includes the following:

(i)    Conducting, engaging or participating, directly or indirectly, as the employee, agent, independent contractor, consultant, advisor, partner, shareholder, investor, lender, underwriter or in any other similar capacity, in any business that competes with any part of the Company Business within the Restricted Area;

(ii)    Recruiting, hiring, and/or attempting to recruit or hire, directly or by assisting others, any other employee, temporary or permanent, contract, part time or full time of the Company or otherwise soliciting any other employee of the Company for any purpose which would directly or indirectly interfere or conflict with the other employee’s employment by the Company. For purposes of this covenant “any other employee” shall refer to employees who provide services to the Company and who are still actively employed by the Company at the time of the attempted recruiting or hiring, or were so employed at any time within twelve (12) months prior to the time of such attempted recruiting or hiring;

(iii)    Using, disclosing, publishing, copying, distributing or communicating any Confidential Information and Trade Secrets to, or for the use or benefit of Participant or any other person or entity other than Company; and

(iv)    Directly or indirectly interfering with any of the Company’s relationships with any of its potential customers, clients, or vendors or any affiliates thereof whom Participant served or whose names became known to Participant during the term of his or her status as a Service Provider.

(b)    “Restricted Area” shall mean any county in which the Company or its subsidiaries maintains an office location, or any county immediately contiguous thereto.

(c)    The Company and Participant acknowledge that the provisions contained in this Section 5 shall not prevent Participant or Participant’s affiliates from owning solely as an

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EXHIBIT B

investment, directly or indirectly, securities of any publicly traded corporation engaged in the Company Business if Participant and Participant’s affiliates do not, directly or indirectly, beneficially own in the aggregate more than 1% of all classes of outstanding equity securities of such entity.

(d)    Participant and the Company agree that the limitations as to time and scope of activity to be restrained are reasonable and do not impose a greater restraint on Participant than is necessary to protect the property rights and other business interests of Company.

(e)    If Participant fails to comply with, or breaches, or threatens to breach, any of the provisions herein, Company in addition to any other remedies available to it at law or in equity, shall be entitled to immediate injunctive relief to enforce the provisions of this Section 5 and shall be entitled to recover from Participant reasonable attorneys’ fees and other expenses incurred by Company in connection with such proceedings.

6.    Extraordinary Remedies and Attorneys’ Fees. The Company and Participant agree that any breach by Participant of any of the provisions or covenants contained in the Agreement would cause irreparable harm and damage to the Company, in an amount that would be difficult to quantify, measure, or ascertain. Therefore, in the event of a breach of this Agreement by Participant, the Company shall be entitled to relief through restraining order, injunction, and all other available remedies, including claims for monetary damages incurred because of such breach. These remedies may be pursued concurrently and in any order, and the pursuit of any of these remedies shall not be deemed to limit the other remedies available to the Company in law or in equity. If any action at law or in equity, including an action for declaratory or injunctive relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other party or parties to such action, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief that may be awarded.

7.    Survival of Provisions and Covenants. Each and every provision or covenant contained in this Agreement shall survive the termination of this Agreement as expressly provided herein, and shall constitute an independent agreement between Participant and the Company. Further, the existence of any claim by Participant against the Company shall not constitute a defense to the enforcement of its rights by the Company.

8.    Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable in any respect, that provision will be fully severable, and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable had never been contained herein; the remaining provisions of this Agreement will remain in full force and effect and will not be affected by such illegal, invalid or unenforceable provision or by its severance from this Agreement; and there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as possible and still be legal, valid and enforceable. Further, to the extent that any provision is determined to be broader than is otherwise enforceable, the parties agree that a court of competent jurisdiction should seek to reform that provision in a manner so that it may be enforced to the maximum extent permitted under applicable law.

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EXHIBIT B

9.    Assignment. This Agreement is binding upon and shall inure to the benefit of the parties hereto, together with their respective executors, administrators, successors, personal representatives, heirs, and assigns. Notwithstanding the foregoing, the rights, duties and benefits to Participant hereunder are personal to Participant, and no such right or benefit may be assigned by it. The Company shall have the right to assign or transfer this Agreement to its successors or assigns upon written notice to Participant. The terms “successors” and “assigns” shall include any person, corporation, partnership or other entity that buys all or substantially all of Company’s assets or all of its stock, or with which Company merges or consolidates. Any purported assignment of this Agreement, other than as provided above, shall be void.

10.    Governing Law and Venue. This Agreement shall be governed by, and construed in accordance with, the procedural and substantive laws of the State of Texas. The Company and Participant irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state or federal courts located in Titus County, Texas as the sole venue and location for any actions, suits, or proceedings arising out of or relating to any aspect of this Agreement and all issues arising out of or relating to the Service Provider relationship between the Company and Participant.

11.    Participant Acknowledgement. Participant recognizes and acknowledges that Participant has freely entered into this Agreement for the full consideration expressed herein, the sufficiency and receipt of which Participant hereby acknowledges, and that Participant has had the opportunity to consult with counsel of Participant’s choice with full knowledge and careful consideration of the consequences and meaning of execution of this Agreement.

12.    Entire Agreement. Upon Participant’s acceptance, this letter will contain the entire agreement and understanding between Participant and the Company with respect to the matters addressed herein and shall supersede any prior or contemporaneous agreements, understandings, communications, offers, representations, warranties, or commitments by or on behalf of the Company and its affiliates (oral or written). The terms of this Agreement may in the future be amended, but only in writing signed by both Participant and a duly authorized officer of the Company.

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EXHIBIT B

[Signature Page to Confidentiality, Non-Competition and Non-Solicitation Agreement]

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