SPIRIT OF TEXAS BANCSHARES, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into as of July 24, 2019, by and among Spirit of Texas Bancshares, Inc., a Texas corporation (STXB), and Kidd Partners, Ltd., a Texas limited partnership (KPL).
WHEREAS, STXB and Chandler Bancorp, Inc., a Texas corporation and wholly owned subsidiary of KPL (CBI), have entered into that certain Agreement and Plan of Reorganization, dated as of July 24, 2019 (the Reorganization Agreement), pursuant to which CBI will merge with and into STXB, with STXB continuing as the surviving entity (the Merger); and
WHEREAS, as a condition and inducement to KPLs and CBIs willingness to enter into the Reorganization Agreement, STXB has agreed to provide the registration rights set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, STXB and KPL agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Reorganization Agreement shall have the meanings given such terms in the Reorganization Agreement. As used in this Agreement, the following terms shall have the following meanings:
Advice shall have the meaning set forth in Section 7(e).
Affiliate means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.
Agreement shall have the meaning set forth in the Preamble.
Allowable Grace Period shall have the meaning set forth in Section 3(d).
Business Day means a day other than a Saturday or Sunday or other day on which banks located in Texas are authorized or required by law to close.
Closing Date has the meaning set forth in the Reorganization Agreement.
Commission means the United States Securities and Exchange Commission.
Common Stock means the common stock of STXB, no par value per share, and any securities into which such shares of common stock may hereinafter be reclassified.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
FINRA shall have the meaning set forth in Section 3(j).
Grace Period shall have the meaning set forth in Section 3(d).