Agreement and Plan of Merger by and between T Acquisition, Inc., a Texas corporation, and T Bancshares, Inc., a Texas corporation, and joined in by Tectonic Advisors, LLC, a Texas limited liability company, dated as of November 10, 2016 (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. T Bancshares, Inc. agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is effective as of November 10, 2016, by and between T Acquisition, Inc. (“Parent”), a Texas corporation, and T Bancshares, Inc. (the “Company”), a Texas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and joined in by Tectonic Advisors, LLC, a Texas limited liability company (“Tectonic”), solely for the purposes expressly set forth herein.

WHEREAS, the Company owns all of the common stock of T Bank, N.A., a national banking association with its principal office in Dallas, Texas (the “Bank”);

WHEREAS, the Board of Directors of the Company (the “Company Board”) and the Board of Directors of Parent (the “Parent Board”) have determined that the business combination transaction provided for in this Agreement is advisable and in the best interests of the respective companies and their shareholders pursuant to which the Parent will, on the terms and conditions set forth in this Agreement, acquire the Company through the merger of a wholly owned subsidiary of the Parent (“Merger Sub”) with and into the Company, with the Company as the surviving corporation in the merger (the “Merger”), as a wholly-owned subsidiary of the Parent;

WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and inducement for Parent to enter into this Agreement, (i) each member of the Company Board and board of directors of the Bank, each executive officer of the Company and the Bank who is also a shareholder of the Company and certain shareholders of the Company listed on Confidential Schedule A have each entered into a Voting Agreement in the form attached hereto as Exhibit “A” (the “Voting Agreement”), whereby such shareholders of the Company have agreed to vote the shares of Company Stock owned by such person in favor of this Agreement, the Merger and the transactions contemplated hereby and thereby, and (ii) each of the directors of the Company and the Bank that is not party to an employment agreement has entered into a Director Support Agreement in the form attached hereto as Exhibit “B” (the “Director Support Agreement”);

WHEREAS, Tectonic has joined in this Agreement to guarantee certain obligations of Parent and Merger Sub set forth in Sections 4.14, 6.12 and 9.03, and otherwise ensure that Parent and Merger Sub have the resources, financial and otherwise, to satisfy Parent’s and Merger Sub’s obligations, under this Agreement;

WHEREAS, the parties hereto, and Tectonic with respect to Article IV-A and Sections 4.14, 6.12 and 9.03, desire to set forth certain representations, warranties and covenants made by each to the other as an inducement to the execution and delivery of this Agreement and certain additional agreements related to the transactions contemplated hereby:

NOW, THEREFORE, for and in consideration of the foregoing and of the mutual representations, warranties, covenants and agreements contained in this Agreement, and other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the conditions set forth below, the parties, intending to be legally bound, undertake, promise, covenant and agree with each other as follows:

shall remain outstanding following the Effective Time and shall be unchanged by the Merger.

Calculation Date, including: (A) the cost of terminating any employment-related agreements and obligations (including any non-competition agreements, option agreements or equity based plans); (B) accruals for expenses not paid, prorated for a partial year for the year in which the Merger closes (including a reasonable estimate for year-end bonuses), (C) the transaction costs, fees, expenses and commissions (including, without limitation, all legal, accounting, and financial advisory fees and expenses, including any cost to obtain any opinion as to the financial fairness of the Merger) incurred by the Company in connection with the Agreement and the transactions contemplated hereby; (D) the accrual through the Closing Date in accordance with GAAP of any future benefit payments due under any salary continuation, deferred compensation, severance, stay-pay or retention bonus amounts or change in control payments or other similar agreements of the Company or the Bank in such amounts listed on Confidential Schedule 1.06(a)(i)(D) (all of which are set forth on Confidential Schedule 1.06(a)(i)(D), including the name of the recipient, the amount of such payment, and, with respect to any stay-pay or retention bonus arrangements, the date through which the recipient must remain employed by the Surviving Corporation to receive the stay-pay or retention bonus amount); (E) premiums or additional costs in connection with procuring the Tail Coverage described in Section 5.22; (F) any federal or state income Tax obligations, franchise Tax obligations or real property Tax obligations incurred prior to the Effective Time; (G) the accrual or payment of all of the costs, fees, expenses and penalties necessary to be paid by the Company in connection with any contract termination required pursuant to this Agreement; (H) a mutually agreeable estimate of the cost of preparing the federal and state income Tax Returns of the Company for the period from January 1, 2016, through the Closing Date, and (I) other amounts mutually agreed upon in writing by Parent and the Company.  For the avoidance of doubt, if the calculation of the Company’s Tier 1 Capital reflects any of the items listed in (A) – (I) of this Section 1.06(a)(i), such items shall not be deducted from the Company’s Tier 1 Capital a second time.  For purposes of the calculation of Adjusted Equity, the amount of the Adjusted Equity shall reflect the after-tax amount of the foregoing adjustments calculated in accordance with GAAP, regardless of whether or not such foregoing adjustments are required by GAAP.  The calculation of the Adjusted Equity will be prepared and presented in the form attached hereto as Confidential Schedule 1.06(b).

Company Stock so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Stock shall be properly endorsed, if a Certificate, or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered Holder or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from the Per Share Merger Consideration and any other cash amounts otherwise payable pursuant to this Agreement to any Holder of Company Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law, with respect to the making of such payment; provided that any transfer or other similar Taxes payable in connection with the Merger (other than such Taxes required to be paid by reason of the payment of the Per Share Merger Consideration to a Person other than the registered Holder of Company Stock with respect to which such payment is made) shall be borne and paid by Parent. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and paid over to the applicable Tax authorities, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder of shares of Company Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be.

or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen, mutilated or destroyed Certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Section 1.10 Tax Treatment.  Parent and the Company agree to:  (a) treat the exchange of shares of Company Stock by shareholders of the Company for the Merger Consideration and the Special Dividend pursuant to this Agreement as a single integrated transaction that is treated for federal income tax purposes as a taxable sale or exchange by each such shareholder of their shares of Company Stock in exchange for the applicable portion of the Per Share Merger Consideration to the extent the Merger Consideration is attributable to the equity investment of Parent in Merger Sub and a redemption by the Company of a shareholders’ share of Company Stock to the extent the Merger consideration is attributable to Merger Sub’s borrowing and the Special Dividend; (b) to report the Merger and the distribution of the Special Dividend for income tax purposes consistent with this treatment; and (c) to not take any position or take any actions contrary to this treatment unless required by applicable Law.

Section 1.11  Modification of Structure.  Notwithstanding any provision of this Agreement to the contrary, Parent may elect, subject to the filing of all necessary applications and the receipt of all required regulatory approvals, to modify the structure of the transactions contemplated hereby so long as (i) there are no adverse federal or state income tax consequences to the Holders as a result of such modification, (ii) the Merger Consideration and Special Dividend to be paid to the Holders is not changed in kind or reduced in amount, and (iii) such modification will not be likely to delay or jeopardize receipt of any required regulatory approvals or the Closing.

Section 1.12 Dissenting Shareholders.  Notwithstanding anything in this Agreement to the contrary, each share of Company Stock that is outstanding immediately prior to the Effective Time and that is held by Company shareholders who have perfected their appraisal rights under applicable law, including the terms and provisions of Chapter 10, Subchapter H of the TBOC, will be entitled to those rights and remedies set forth in Chapter 10, Subchapter H of the TBOC (“Dissenting Shares”); but if a shareholder fails to perfect, withdraws or otherwise loses any such right or remedy granted by the TBOC, each such Dissenting Share shall be converted into and to represent only the right to receive the Per Share Merger Consideration and Special Dividend without any interest thereon in accordance with the provisions of this Article I.  The Company shall give Parent prompt notice upon receipt by the Company of any demands for payment of the value of such shares of Company Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law, and Parent shall have the right to direct all negotiations and proceedings with respect to any such demands.  The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle

or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such holder of Dissenting Shares as may be necessary to perfect appraisal rights under applicable law.

such Bylaws have not been amended except as reflected in such copy; and (v) a true and correct copy of the list of the holders of Company Stock as of the Closing Date;

copy of the Bylaws of Merger Sub attached to such certificate is true and correct and such Bylaws have not been amended except as reflected in such copy;

Except as disclosed in the confidential schedules delivered by the Company to Parent prior to the execution hereof (collectively, the “Company Disclosure Schedules”); provided, that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Change, and (c) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, the Company hereby represents and warrants to Parent as follows:

Certificate of Formation and Bylaws of the Company, as amended to date, certified by the Secretary of the Company, have been made available to Parent. The Company does not own or control any Affiliate or Subsidiary, other than the Bank. The nature of the business of the Company and its activities do not require it to be qualified to do business in any jurisdiction other than the State of Texas. The Company has no equity interest, direct or indirect, in any other bank or corporation or in any partnership, joint venture or other business enterprise or entity, other than the Bank or as acquired through settlement of indebtedness, foreclosure, the exercise of creditors’ remedies or in a fiduciary capacity, and the business carried on by the Company has not been conducted through any other direct or indirect Subsidiary or Affiliate of the Company other than the Bank.

operations, properties or businesses, or (iii) any material Law or Order of any Governmental Entity applicable to the Company or any of its Subsidiaries or their respective assets, operations, properties or businesses.

of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2012, by the Company or any of its officers, directors, employees or agents to the Company Board (or any committee thereof) or to any director or officer of the Company.

first refusal with respect to the purchase, sale or voting of any shares of Company Stock;

Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is subject to taxation by that jurisdiction. Other than Permitted Encumbrances, there are no Liens for Taxes upon any of the assets of the Company or any of its Subsidiaries.

according to their terms, subject to the Bankruptcy Exception, and (b) are presently in full force and effect, no notice has been received of the cancellation, or, to the Company’s Knowledge, threatened or proposed cancellation, of any such policy and there are no unpaid premiums due thereon.  Neither the Company nor any of its Subsidiaries is in default with respect to any such policy and has not failed to give any notice or present any claim thereunder in a due and timely fashion. Except as set forth on Confidential Schedule 3.13, neither the Company nor any of its Subsidiaries have been refused any insurance with respect to its assets or operations, nor has its insurance been limited by any insurance carrier to which the Company or any of its Subsidiaries have applied for any such insurance within the last two (2) years. Each property of the Company and each of its Subsidiaries is insured for an amount deemed adequate by the Company’s management, as applicable, against risks deemed appropriate by Company’s management.  There have been no claims under any fidelity bonds of the Company or any of its Subsidiaries within the last three (3) years, and the Company has no Knowledge of any facts that would form the basis of a claim under such bonds.

Section 3.15 Proprietary Rights.  Neither the Company nor any of its Subsidiaries owns or requires the use of any patent, patent application, patent right, invention, process, trademark (whether registered or unregistered), trademark application, trademark right, trade name, service name, service mark, copyright or any trade secret (“Proprietary Rights”) for its business or operations.  To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is infringing upon or otherwise acting adversely to, and have not infringed upon or otherwise acted adversely to, any Proprietary Right owned by any other Person or Persons.  There is no claim or action by any such Person pending, or to the Company’s Knowledge, threatened, with respect to the Company’s Proprietary Rights.

Section 3.16 Transactions with Certain Persons and Entities.  Excluding deposit liabilities, there are no outstanding amounts payable to or receivable from, or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a creditor to, any director or executive officer of the Company or any of its Subsidiaries, nor is the Company or any of its Subsidiaries a debtor to any such person other than as part of the normal and customary terms of such person’s employment or service as a director of the Company or any of its Subsidiaries. Except as set forth on Confidential Schedule 3.16, neither the Company nor any of its Subsidiaries uses any asset owned by any shareholder or any present or former director or officer of the Company or any of its Subsidiaries, or any Affiliate thereof, in its operations (other than personal belongings of such officers and directors located in the Company’s or any of its Subsidiaries’ premises and not used in the operations of the Company or any of its Subsidiaries), nor do any of such persons own or have the right to use real property that is adjacent to property on which the Company’s or any of its Subsidiaries’ facilities are located. Except as set forth on Confidential Schedule 3.16, neither the Company nor any of its Subsidiaries is a party to any transaction or contract with any director or executive officer of the Company or any of its Subsidiaries.

may be limited by Bankruptcy Exceptions and (iii) to the Knowledge of Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to Bankruptcy Exceptions. The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by Company and are complete and correct in all material respects.

Section 3.20 Regulatory Compliance. All reports, records, registrations, statements, notices and other documents or information required to be filed by the Company and any of its Subsidiaries with any Regulatory Agency, including, but not limited to, the Federal Reserve, the OCC and the TDB, have been timely filed and all information and data contained in such reports, records or other documents are true, accurate, correct and reasonably complete in all material respects.  Except as set forth on Confidential Schedule 3.20, (a) none of the Company or any of

its Subsidiaries is or has been within the last four (4) years subject to any commitment letter, memorandum of understanding, cease and desist order, written agreement or other formal or informal administrative action with any such regulatory bodies, and the Company and each of its Subsidiaries are in full compliance with the requirements of any such commitment letter, memorandum of understanding, cease and desist order, written agreement or other formal or informal administrative action, and (b) there are no actions or proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries by or prior to any such regulatory bodies or any other nation, state or subdivision thereof, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. Except for normal examinations conducted by bank regulatory agencies in the ordinary course of business, no Regulatory Agency has initiated any proceeding or, to the Company’s Knowledge, investigation into the business or operations of the Company or any of its Subsidiaries. There is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company or the Bank.  The Company is “well-capitalized” (as that term is defined in 12 C.F.R. § 225.2(r)) and “well managed” (as that term is defined is 12 C.F.R. § 225.2(s)). The Bank is an “eligible bank” (as that term is defined in 12 C.F.R. § 5.3(g)). 

Section 3.21 Absence of Certain Business Practices.  Neither the Company nor any of its Subsidiaries or any officer, employee or agent of the Company or any of its Subsidiaries, or any other Person acting on their behalf, has, directly or indirectly, within the past five (5) years, given or agreed to give any gift or similar benefit to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder the business of the Company or any of its Subsidiaries (or assist the Company or any of its Subsidiaries in connection with any actual or proposed transaction) that (a) might subject the Company or any of its Subsidiaries to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (b) if not given in the past, might have resulted in a Material Adverse Change, or (c) if not continued in the future might result in a Material Adverse Change or might subject the Company or any of its Subsidiaries to suit or penalty in any private or governmental litigation or proceeding.

Section 3.22 Books and Records.  The minute books, stock certificate books and stock transfer ledgers of the Company and each of its Subsidiaries (a) have been kept accurately in the ordinary course of business, (b) are complete and correct in all material respects, (c) the transactions entered therein represent bona fide transactions, and (d) do not fail to reflect transactions involving the business of the Company or any of its Subsidiaries that properly should have been set forth therein and that have not been accurately so set forth.

Section 3.23 Forms of Instruments, Etc.  The Company has made, and will make, available to Parent copies of all standard forms of notes, mortgages, deeds of trust and other routine documents of a like nature used on a regular and recurring basis by the Company and its Subsidiaries in the ordinary course of its business.

Section 3.24 Fiduciary Responsibilities.  Since December 31, 2011, the Company and each of its Subsidiaries have properly administered all accounts for which the Company or any of its Subsidiaries acts as a fiduciary, including accounts for which Company or any of its Subsidiaries serves as a trustee, agent, custodian, personal representative, guardian, conservator

or investment adviser, in compliance with the terms of the governing documents and applicable Law in all material respects. None of the Company or any of its Subsidiaries, or any director, officer or employee of the Company or any of its Subsidiaries, has committed any material breach of trust with respect to any such fiduciary account.

Section 3.25 Guaranties.  According to past business practices and in compliance with applicable Law, neither the Company nor any of its Subsidiaries have guaranteed the obligations or liabilities of any other Person.

Section 3.26 Reserved.

Section 3.27 Employee Relationships.  The Company and each of its Subsidiaries have complied in all material respects with all applicable Laws relating to its relationships with their employees, and the Company believes that the relationships between the Company’s and each of its Subsidiaries’ employees are good. To the Knowledge of the Company and except as set forth on Confidential Schedule 3.27, no executive officer or manager of any of the operations of the Company or any of its Subsidiaries or of any group of employees of the Company or any of its Subsidiaries have any present plans, or have had discussions, to terminate their employment with the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement, including, without limitation, any executive officer of the Company or the Bank or any member of SBA management and/or senior management team. Except as set forth on Confidential Schedule 3.27, the Company is not a party to any oral or written contracts or agreements granting benefits or rights to employees or any collective bargaining agreement or to any conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment.  There are no unfair labor practice complaints pending against the Company or any of its Subsidiaries prior to the National Labor Relations Board and no similar claims pending prior to any similar state or local or foreign agency. To the Knowledge of the Company, there is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of the Company or any of its Subsidiaries, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. The Company and each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither the Company nor any of its Subsidiaries is engaged in any unfair labor practice, except for such noncompliance or labor practice.

disability, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan or any other similar plan, agreement, policy or understanding (written or oral, qualified or nonqualified, currently effective or terminated), and any trust, escrow or other agreement related thereto, which (i) are sponsored, maintained, or contributed to, by the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has or could reasonably be expected to have any liability thereunder, and (ii) provide benefits, or describe policies or procedures applicable to, or for the welfare of, any current of former officer, director, independent contractor, employee, or service provider of the Company or any of its Subsidiaries, or the dependents or spouses of any such person, regardless of whether funded (the “Employee Plans”). Except as set forth on Confidential Schedule 3.28(a), true, accurate and complete copies of the documents comprising each Employee Plan, or, in the case of each unwritten Employee Plan, a written description thereof, including, to the extent applicable, each award agreement, trust, funding arrangements (including all annuity contracts, insurance contracts, and other funding instruments), the most current determination letter or opinion issued by the Internal Revenue Service, and Form 5500 Annual Reports (including all schedules and attachments) for the three most recent plan years have been delivered to Parent and are included and specifically identified in Confidential Schedule 3.28(a). No unwritten amendment exists with respect to any written Employee Plan.

or guaranteeing any employer payment or funding for the continuation of medical, dental, life or disability coverage or any other welfare benefit (as defined in ERISA § 3(1)) for any period of time beyond the end of the current plan year (except to the extent of coverage required under Code § 4980B). Except as identified on Confidential Schedule 3.28(c), the completion of the transactions contemplated by this Agreement will not cause a termination or partial termination, or otherwise accelerate the time of payment, exercise, or vesting, or increase the amount of compensation due to any current or former employee, officer or director of the Company or any of its Subsidiaries except as expressly contemplated by this Agreement.  Except as identified on Confidential Schedule 3.28(c), there are no surrender charges, penalties, or other costs or fees that would be imposed by any person against the Company or any of its Subsidiaries, an Employee Plan, or any other person, including an Employee Plan participant or beneficiary, as a result of the hypothetical liquidation as of the Closing Date of any insurance, annuity, or investment contracts or any other similar investment held by any Employee Plan.

Each such Controlled Group Plan is included in the listing of Employee Plans on Confidential Schedule 3.28(a).

(but does not sponsor or maintain), without obtaining the consent of any third party, other than an insurance company in the case of any benefit underwritten by an insurance company, and without incurring liability except for unpaid premiums or contributions due or accrued on or before the effective date of such amendment, withdrawal or termination and for customary termination expenses.

Section 3.29 Obligations to Employees.  All accrued obligations and liabilities of the Company, each of its Subsidiaries and all Employee Plans, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely paid (including permissible extensions) to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) federal, state, and local withholding and employment Taxes and unemployment compensation and (b) Employee Plans.  To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by the Company or its Subsidiaries according to GAAP.

Section 3.31 Interest Rate Risk Management Instruments.  Other than loan products that provide for interest rate caps or floors, neither the Company nor any of its Subsidiaries has any interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements, whether entered into for the account of the Company or any of its Subsidiaries or for the account of a customer of the Company or any of its Subsidiaries.

Section 3.32 Internal Controls.  The Company (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board of Directors of the Company (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the

Company’s internal controls over financial reporting.  None of the Company’s or any of its Subsidiaries’ systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Company, any of its Subsidiaries or their accountants.

Section 3.33 Information Technology; Security & Privacy.  All information technology and computer systems and services (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the Company’s business (collectively, “Company IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards prudent in the industry (including strong passwords), to ensure proper operation, monitoring and use. The Company IT Systems are in material compliance with regulatory standards and guidelines as required by applicable Law. The Company has commercially reasonable disaster recovery plans, procedures and facilities for its business and has taken commercially reasonable steps to safeguard Company IT Systems. Company IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct consolidated business. The Company has not experienced since January 1, 2012 any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown, cyber or security breach or other failure or deficiency of the Company IT Systems. The Company has taken reasonable measures to provide for the backup and recovery of the data and information necessary to the conduct of their businesses (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of their respective businesses. The Company, is not in breach of any material contract related to any Company IT Systems. To the Knowledge of the Company, has at all times complied in all material respects with all applicable legal requirements (including but not limited to all regulatory standards and guidelines) relating to privacy, data protection and the collection and use of personal information gathered or accessed in the course of the operations of the Company. The Company has at all times complied in all material respects with all rules, policies and procedures established by the Company from time to time with respect to the foregoing. No claims are pending and, to its Knowledge, no claims have been asserted or threatened against the Company or are likely to be asserted or threatened against the Company by any Person alleging a violation of such Person’s privacy, personal or confidentiality rights under any such Laws, policies or procedures. The consummation of the Merger and the other transactions contemplated hereby will not breach or otherwise cause any violation of any such Laws, policies or procedures. With respect to all personal information described herein, the Company has taken all steps reasonably necessary (including implementing and monitoring compliance with measures with respect to technical and physical security) to protect the information in a manner consistent with the Laws, policies or procedures referred to herein. To the Knowledge of the Company, there has been no unauthorized access to or other misuse of that information.

Section 3.34 Agreements Between the Company and its Subsidiaries; Claims.  Except as set forth on Confidential Schedule 3.34, there are no written or oral agreements or

understandings between the Company and any of its Subsidiaries. All past courses of dealings between the Company and each of its Subsidiaries have been conducted in the ordinary course of business, on arm’s-length terms consistent with applicable Law. The Company has no Knowledge of any Claims that the Company has against any of its Subsidiaries or of any facts or circumstances that would give rise to any such Claim.

Section 3.35 Securities and Exchange Commission Reporting Obligations.  The Company has timely filed all material reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with the SEC pursuant to the Exchange Act since December 31, 2013. As of their respective dates, each of such reports and statements, (or if amended, as of the date so amended), were true and correct and complied in all material respects with the relevant statutes, rules and regulations enforced or promulgated by the SEC and such reports did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 3.36 Representations Not Misleading.  No representation or warranty by the Company contained in this Agreement, nor any exhibit or schedule furnished to Parent by the Company under and pursuant to this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which it was or will be made, not misleading and such representations and warranties would continue to be true and correct following disclosure to any Governmental Entity having jurisdiction over the Company or its properties of the facts and circumstances upon which they were based.

Section 3.37 State Takeover Laws.  The Company Board has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions any applicable provisions of the takeover Laws of any state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested shareholder” Law.

Section 3.38 Company Information.  None of the information supplied or to be supplied by the Company for inclusion in the Proxy Statement, or in any other application, notification or other document filed with any Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement, in each case or any amendment or supplement thereto will, at the time the Proxy Statement or any such supplement or amendment thereto is first mailed to the shareholders of Company or at the time Company shareholders vote on the matters constituting the Requisite Company Approval, or at the time any such other applications, notifications or other documents or any such amendments or supplements thereto are so filed, as the case may be, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation or warranty is made by the Company in this Section 3.38 with respect to statements made therein based on information supplied by Parent in writing expressly for inclusion in the Proxy Statement or such other applications, notifications or other documents.

Section 3.39 Opinion of Financial Advisor.  Prior to the execution of this Agreement, the Company Board has received an opinion (which, if initially rendered verbally, has been or

will be confirmed by a written opinion, dated the same date) from The Bank Advisory Group, L.L.C., to the effect that, as of the date thereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the Merger Consideration pursuant to this Agreement is fair, from a financial point of view, to the holders of Company Stock. Such opinion has not been amended or rescinded in any material respect as of the date of this Agreement.

Section 3.40 Brokerage Fees and Commissions.  Except as set forth on Confidential Schedule 3.40, no agent, representative or broker has represented the Company in connection with the transactions described in this Agreement. Parent will not have any responsibility or liability for any fees, expenses or commissions payable to any agent, representative or broker of the Company or any shareholder of the Company, and the Company hereby agrees to indemnify and hold Parent harmless for any amounts owed to any agent, representative or broker of the Company or any shareholder of the Company.

Section 3.41 No Other Representations or Warranties.  Except as expressly set forth in Article III of this Agreement, none of the Company, its Subsidiaries or any other Person is making or has made, and none of them shall have liability in respect of, any written or oral representation or warranty, express or implied, at Law, in equity or otherwise, with respect to the Company or any of its Subsidiaries or otherwise, in respect of this Agreement or the transactions contemplated thereby, or in respect of any other matter whatsoever.

Except as disclosed in the disclosure schedules delivered by Parent to the Company prior to the execution hereof (the “Parent Disclosure Schedules”); provided, that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Parent that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Change, and (c) any disclosures made with respect to a section of this Article IV shall be deemed to qualify (1) any other section of this Article IV specifically referenced or cross-referenced, and (2) other sections of this Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, Parent hereby represents and warrants to the Company as follows:

of the certificate of formation and bylaws of Parent, as amended to date, have been made available to the Company.  Parent does not own or control any Affiliate or Subsidiary, except that at the Effective Time, it will own and control Merger Sub. The nature of the business of Parent and its activities do not require it to be qualified to do business in any jurisdiction other than the State of Texas. The nature of the business of Parent is duly licensed or qualified to do business in the State of Texas.  Parent has no equity interest, direct or indirect, in any other bank or corporation or in any partnership, joint venture or other business enterprise or entity, or as acquired through settlement of indebtedness, foreclosure, the exercise of creditors’ remedies or in a fiduciary capacity, and the business carried on by Parent has not been conducted through any other direct or indirect Subsidiary or Affiliate of Parent.

of Parent, as applicable (collectively, the “Parent Constituent Documents”), (ii) any material provision of any material mortgage, indenture, lease, contract, agreement or other instrument applicable to Parent or any Subsidiary of Parent, or their respective assets, operations, properties or businesses now conducted or heretofore conducted, taken as a whole or (iii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, order, decree or award of any Governmental Entity applicable in any material respect to Parent or any Subsidiary of Parent or their respective assets, operations, properties or businesses now conducted or heretofore conducted.

contemplated hereby should not be obtained on a timely basis and Parent has no Knowledge of any fact or circumstance that would materially delay receipt of any such required regulatory approval.

Section 4.07 Absence of Certain Changes or Events.  Except as set forth on Confidential Schedule 4.07, since its formation, (a) Parent has conducted its business only in the ordinary course consistent with past practices (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby), (b) there has not been any change, circumstance, state of facts or event (including any event involving a prospective change) that has occurred, or is reasonably likely to occur, that would, either individually or in the aggregate, would have, or reasonably be expected to have a Material Adverse Change on Parent, or that could materially affect Parent’s or its Subsidiaries’ ability to perform the transactions contemplated by this Agreement or the other agreements contemplated hereby, and (c) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Parent or any of its Subsidiaries (whether or not covered by insurance).

Section 4.08 Representations Not Misleading.  No representation or warranty by Parent contained in this Agreement, nor any exhibit or schedule furnished to the Company by Parent under and pursuant to this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which it was or will be made, not misleading and such representations and warranties would continue to be true and correct following disclosure to any Governmental Entity having jurisdiction over Parent or their properties of the facts and circumstances upon which they were based.

Section 4.09 State Takeover Laws.  The Parent Board has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions any applicable provisions of the takeover Laws of any state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested shareholder” Law.

Section 4.10 Parent Information.  None of the information supplied or to be supplied by Parent for inclusion in the Proxy Statement, or in any other application, notification or other document filed with any Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement, in each case or any amendment or supplement thereto will, at the time the Proxy Statement or any such supplement or amendment thereto is first mailed to the shareholders of Company or at the time Company shareholders vote on the matters constituting the Requisite Company Approval, or at the time any such other applications, notifications or other documents or any such amendments or supplements thereto are so filed, as the case may be, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation or warranty is made by Parent in this Section 4.10 with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion in the Proxy Statement or such other applications, notifications or other documents.

Section 4.11 Merger Sub.  Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated hereby and prior to the Effective Time will have

engaged in no other business activities and will have incurred no liabilities or obligations other than as contemplated herein.

Section 4.12 Vote/Approval Required.  No vote or consent of the holders of the Parent Common Stock is necessary to approve this Agreement or the transactions contemplated hereby. The vote or consent of the Parent as the sole shareholder of Merger Sub is the only consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the transactions contemplated hereby.

Section 4.13 Brokerage Fees and Commissions.  No agent, representative or broker has represented Parent in connection with the transactions described in this Agreement. The Company will not have any responsibility or liability for any fees, expenses or commissions payable to any agent, representative or broker of Parent and Parent hereby agrees to indemnify and hold the Company harmless for any amounts owed to any agent, representative or broker of Parent.

Section 4.14 Financing.  Parent will have as of the Closing Date sufficient Financing available for it to pay the Merger Consideration as contemplated hereby, including, but not limited to the executed commitment letter set forth on Confidential Schedule 4.14 (the “Commitment Letter”) pursuant to which, upon the terms and subject to the conditions set forth therein, such lender has agreed to lend the amount set forth therein for the purpose of partially funding the transactions contemplated by this Agreement (the “Debt Financing”), and to satisfy all of its other obligations under this Agreement.  Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to the Parent on the Closing Date.

Section 4.15 Experience.  Parent, either alone or together with its respective representatives, has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement and has so evaluated the merits and risks of such transactions.  Parent is capable of protecting its own respective interests in connection with the Merger.  Further, Parent understands that no representation is being made as to the future performance of the Company and its Subsidiaries.

Section 4.16 Access to Information.  Parent is sufficiently aware of and understands the Company’s business affairs and financial condition to reach an informed and knowledgeable decision to enter into this Agreement.  Parent acknowledges that it has had the opportunity to perform due diligence with respect to the Company and its Subsidiaries and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, management and representatives of the Company concerning the terms and conditions of the Merger and the merits and risks of the transactions contemplated by this Agreement and any such questions have been answered to Parent’s reasonable satisfaction; (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, and prospects sufficient to enable Parent to evaluate its participation in the Merger; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed decision with respect to the Merger.  Parent has received

all information they deem appropriate for assessing the Company’s financial condition and the transactions contemplated by this Agreement.  Neither such inquiries nor any other investigation conducted by or on behalf of Parent or its respective representatives or counsel shall modify, amend, or affect Parent’s right to rely on the truth, accuracy, and completeness of the Company’s representations and warranties contained in this Agreement.  Parent has sought such accounting, legal, and tax advice as it has considered necessary to make an informed decision with respect to the transactions contemplated by this Agreement.

Except as disclosed in the disclosure schedules delivered by Tectonic to the Company prior to the execution hereof (the “Tectonic Disclosure Schedules”); provided, that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Tectonic Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Tectonic that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Change, and (c) any disclosures made with respect to a section of this Article IV-A shall be deemed to qualify (1) any other section of this Article IV-A specifically referenced or cross-referenced, and (2) other sections of this Article IV-A to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, Tectonic hereby represents and warrants to the Company as follows:

Section 4.01-A Organization and Qualification.  Tectonic is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas.  Tectonic has the corporate power and authority (including all licenses, franchises, permits and other governmental authorizations as are legally required) to carry on its business as now being conducted, to own, lease and operate its properties and assets as now owned, leased or operated and to enter into and carry out its obligations under this Agreement.  True and complete copies of the certificate of formation and operating agreement of Tectonic, as amended to date, have been made available to the Company.  Tectonic does not own or control any Affiliate or Subsidiary. The nature of the business of Tectonic and its activities do not require it to be qualified to do business in any jurisdiction other than the State of Texas. The nature of the business of Tectonic is duly licensed or qualified to do business in the State of Texas.

Section 4.02-A Authority; Execution and Delivery.  Tectonic has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein.  The execution and delivery of this Agreement has been duly and validly approved by the Tectonic Board of Directors.  Tectonic has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party.  This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by Tectonic, and each constitutes the legal, valid and binding obligation of Tectonic, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Section 4.03-A Compliance with Laws, Permits and Instruments.

Section 4.04-A Absence of Certain Changes or Events.  Except as set forth on Confidential Schedule 4.04-A, since June 30, 2016, (a) Tectonic has conducted its business only in the ordinary course consistent with past practices (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby), (b) there has not been any change, circumstance, state of facts or event (including any event involving a prospective change) that has occurred, or is reasonably likely to occur, that would, either individually or in the aggregate, would have, or reasonably be expected to have a Material Adverse Change on Tectonic, and (c) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets the Company or any of its Subsidiaries (whether or not covered by insurance).

Section 4.05-A Tectonic Information.  None of the information supplied or to be supplied by Tectonic for inclusion in the Proxy Statement, or in any other application, notification or other document filed with any Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement, in each case or any amendment or supplement thereto will, at the time the Proxy Statement or any such supplement or amendment thereto is first mailed to the shareholders of Company or at the time Company shareholders vote on the matters constituting the Requisite Company Approval, or at the time any such other applications, notifications or other documents or any such amendments or supplements thereto are so filed, as the case may be, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation or warranty is made by Tectonic in this Section 4.05-A with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion in the Proxy Statement or such other applications, notifications or other documents.

Section 4.06-A Experience.  Tectonic, either alone or together with its respective representatives, has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluating its obligations under this Agreement and has so evaluated such obligations.  Tectonic is capable of protecting its own respective interests in connection with the Merger.  Further, Tectonic understands that no representation is being made as to the future performance of the Company and its Subsidiaries.

Section 4.07-A Representations Not Misleading.  No representation or warranty by Tectonic contained in this Agreement, nor any exhibit or schedule furnished to the Company by Tectonic under and pursuant to this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which it was or will be made, not misleading and such representations and warranties would continue to be true and correct following disclosure to any Governmental Entity having jurisdiction over Tectonic or their properties of the facts and circumstances upon which they were based.

Section 4.08-A No Other Representations or Warranties.  Except as expressly set forth in this Agreement, none of Tectonic, its Subsidiaries or any other Person is making or has made, and none of them shall have liability in respect of, any written or oral representation or warranty, express or implied, at Law, in equity or otherwise, with respect to Tectonic or any of its Subsidiaries, or otherwise, and whether express or implied, at Law, in equity or otherwise, respect of this Agreement or the transactions contemplated thereby, or in respect of any other matter whatsoever.

Section 5.01 Commercially Reasonable Efforts.  During the period from the date of this Agreement and continuing until the Effective Time or earlier termination of this Agreement, the Company agrees as to itself and its Subsidiaries that, except as expressly permitted by this Agreement, required by law or to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably or untimely withheld), the Company shall, and shall cause its Subsidiaries to, (a) conduct their respective businesses in the ordinary course consistent with past practices, (b) use all commercially reasonable efforts to (i) maintain and preserve intact its business organization, (ii) maintain their rights, franchises, licenses and other authorizations by Government Entities (iii) preserve their relationships with directors, executive officers, key employees, customers, suppliers and others having business dealings with them, and (iv) maintain their respective properties and assets in their present state of repair, order and condition, reasonable wear and tear excepted, to the end that their goodwill and ongoing businesses shall not be impaired in any material respect, and (c) take no action that would reasonably be expected to materially and adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform the Company’s covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

Section 5.03 Information Furnished by the Company.  The Company shall promptly following receipt of a written request from Parent furnish or cause to be furnished to Parent, all information concerning the Company, including but not limited to financial statements, required for inclusion in any statement or application made or filed by Parent to any governmental body in connection with the transactions contemplated by this Agreement or in connection with any unrelated transactions during the pendency of this Agreement. The Company represents and warrants that all information so furnished shall be true and correct in all material respects and shall not omit any material fact required to be stated therein or necessary to make the statements made, in light of the circumstances under which they were made, not misleading. The Company shall otherwise reasonably cooperate with Parent in the filing of any applications or other documents necessary to consummate the transactions contemplated by this Agreement.

Section 5.05 Prohibited Acts.  Between the date of this Agreement and the Closing, the Company will not, and will not permit any of its Subsidiaries including the Bank to, without the prior written consent of Parent, except as set forth on Confidential Schedule 5.05:

through settlement of indebtedness, foreclosure, or the exercise of creditors’ remedies or (ii) in a fiduciary capacity, the ownership of which does not expose it to any liability from the business, operations or liabilities of such Person);

Section 5.07 Additional Financial Statements.  The Company will promptly furnish Parent with true and complete copies of (a) SEC Reports, (b) each Call Report prepared after the date of this Agreement as soon as such reports are made available to the FDIC, and (c) upon request by Parent, unaudited month-end financial statements of the Company (when available).

Section 5.08 Untrue Representations.  The Company will promptly notify Parent in writing if the Company obtains Knowledge of any fact or condition that makes untrue, or shows to have been untrue, in any material respect, any schedule or any other information furnished to Parent or any representation or warranty made in or pursuant to this Agreement or that results in the failure of the Company or any of its Subsidiaries to comply with any covenant, condition or agreement contained in this Agreement in all material respects.

Section 5.09 Litigation and Claims.  The Company will promptly notify Parent in writing of any litigation, or of any claim, controversy or contingent liability that might be expected to become the subject of litigation, against the Company or any of its Subsidiaries or affecting any of their properties, and the Company will promptly notify Parent of any legal action, suit or proceeding or judicial, administrative or governmental investigation, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries that questions or might question the validity of this Agreement or the agreements contemplated hereby or any actions taken or to be taken by the Company or any of its Subsidiaries pursuant hereto or thereto or seeks to enjoin or otherwise restrain the transactions contemplated hereby or thereby.

Section 5.10 Material Adverse Changes.  The Company will promptly notify Parent in writing if any change or development has occurred or, to the Knowledge of the Company, been threatened (or any development has occurred or been threatened involving a prospective change) that (a) is reasonably likely to have, individually or in the aggregate, a Material Adverse Change on the Company or any of its Subsidiaries, (b) would adversely affect, prevent or delay the obtaining of any regulatory approval for the completion of the transactions contemplated by this Agreement, or (c) would cause the conditions in Article VIII not to be satisfied.

Section 5.11 Consents and Approvals.  The Company will use its commercially reasonable efforts to obtain at the earliest practicable time all consents and approvals from third parties, including those listed on Confidential Schedule 2.02(i); provided, however, that the Company and its Subsidiaries shall not be required to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the consents and approvals of Governmental Entities that would reasonably be expected to have a material and adverse effect on the Parent, Merger Sub, Company and its Subsidiaries, taken as a whole, or the Surviving Corporation and its Subsidiaries, taken as a whole, in each case after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”).

transactions contemplated by this Agreement, if any, shall be paid by the party liable for such Tax under Law when due, and such party will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, the other party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

Section 5.17 Disclosure Schedules.  At least ten (10) calendar days prior to the Closing, the Company agrees to provide Parent with supplemental disclosure schedules reflecting any material changes thereto between the date of this Agreement and the Closing Date. Delivery of such supplemental disclosure schedules shall not cure a breach or modify a representation or warranty of this Agreement.

Section 5.18 Operational Updates.  The executive officers of the Company and the Bank agree to meet with senior officers of Parent as reasonably requested by Parent to review the financial and operational affairs of the Bank, and to the extent permitted by applicable Law, each of the Company and the Bank agrees to give reasonable consideration to Parent’s input on such matters, consistent with this Section 5.18, with the understanding that Parent shall in no event be permitted to exercise control of the Company or the Bank prior to the Effective Time and, except as specifically provided under this Agreement, the Company and the Bank shall have no obligation to act in accordance with Parent’s input.

and conditions thereof so as to determine whether the Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal, and any such actions shall not be a breach of this Section 5.19.  The Company shall, and shall cause each of its Representatives to, (i) immediately cease any solicitations, discussions or negotiations with any Person (other than Parent or its Affiliates) conducted before the date of this Agreement with respect to any Acquisition Proposal and promptly request return or destruction of confidential information related thereto, and (ii) use its commercially reasonable efforts to enforce any confidentiality or similar agreement relating to any Acquisition Proposal.

and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Section 5.23 Deregistration.  The Surviving Corporation shall use its commercially reasonable efforts to terminate the registration of the shares of Common Stock under the Exchange Act and to suspend the Company’s SEC reporting obligations under the Exchange Act as soon as practicable following the Effective Time.

Section 6.01 Commercially Reasonable Efforts.  Parent shall use its respective commercially reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to cause the consummation of the transactions contemplated hereby in accordance with the terms and conditions of this Agreement.

Section 6.02 Incorporation and Organization of Merger Sub.  Parent will incorporate, or will cause the incorporation of, Merger Sub under the laws of the State of Texas. Before the Closing, Parent will cause Merger Sub not to take any action or execute any agreement, document or certificate except as contemplated by this Agreement and the other agreements contemplated hereby, including the Merger Agreement.

Section 6.03 Merger Agreement.  Parent will, and will cause Merger Sub, to duly adopt and approve and execute and deliver the Merger Agreement and complete the transactions contemplated hereby and thereby.  Parent will cause Merger Sub as soon as practicable to enter into the Merger Agreement, the form of which is attached hereto as Exhibit “A”, and Parent will cause Merger Sub to perform all of its obligations thereunder.  Parent will vote all the outstanding shares of common stock of Merger Sub in favor of the Merger Agreement.

Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the investors has committed to invest the cash amount set forth therein; provided, that (i) any such review by the Company shall take place at an agreed to location in Plano, Texas, (ii) Parent shall not have any obligation to deliver copies of the Subscription Agreements to the Company, and (iii) the Company shall have no right to make copies of or remove the Subscription Agreements or copies thereof from the Parent’s offices.

Section 6.06 Information Furnished by Parent.  Parent shall promptly following receipt of a written request from the Company furnish or cause to be furnished to the Company, all information concerning Parent and Merger Sub required for inclusion in any statement or application made or filed by the Company to any governmental body in connection with the transactions contemplated by this Agreement or in connection with any unrelated transactions during the pendency of this Agreement, including, but not limited to the Proxy Statement. Parent represents and warrants that all information so furnished shall be true and correct in all material

respects and shall not omit any material fact required to be stated therein or necessary to make the statements made, in light of the circumstances under which they were made, not misleading. Parent shall otherwise reasonably cooperate with the Company in the filing of any applications or other documents necessary to consummate the transactions contemplated by this Agreement.

Section 6.07 Untrue Representations.  Parent shall promptly notify the Company in writing if Parent becomes aware of any fact or condition that makes untrue, or shows to have been untrue, in any material respect, any schedule or any other information furnished to the Company or any representation or warranty made in or pursuant to this Agreement or that results in the failure of Parent to comply with any covenant, condition or agreement contained in this Agreement in all material respects.

Section 6.08 Litigation and Claims.  Parent shall promptly notify the Company of any legal action, suit or proceeding or judicial, administrative or governmental investigation, pending or, to the Knowledge of Parent, threatened against Parent or any Subsidiary of Parent that questions or might question the validity of this Agreement or the agreements contemplated hereby, or any actions taken or to be taken by Parent or any Subsidiary of Parent pursuant hereto or thereto or seeks to enjoin or otherwise restrain the transactions contemplated hereby or thereby.

Section 6.09 Material Adverse Changes.  Parent shall promptly notify the Company in writing if any change or development shall have occurred or, to the Knowledge of Parent, been threatened (or any development shall have occurred or been threatened involving a prospective change) that (a) is reasonably likely to have, individually or in the aggregate, a Material Adverse Change on Parent, (b) would adversely affect, prevent or delay the obtaining of any regulatory approval for the consummation of the transactions contemplated by this Agreement or (c) would cause the conditions in Article VII not to be satisfied.

Section 6.10 Consents and Approvals.  Parent will use its commercially reasonable efforts to obtain at the earliest practicable time all consents and approvals from third parties, including those listed on Confidential Schedule 2.03(m).

Section 6.11 Disclosure Schedules.  At least ten (10) days prior to the Closing, Parent agrees to provide the Company with supplemental disclosure schedules reflecting any material changes thereto between the date of this Agreement and the Closing Date. Delivery of such supplemental disclosure schedules shall not cure a breach or modify a representation or warranty of this Agreement.

Section 6.12 Financing.  Parent will use commercially reasonable efforts to obtain all necessary approvals for Parent to obtain and, subject to obtaining such approvals, will obtain, an amount on or before the Closing Date as is necessary to provide Parent with sufficient funds to pay the Merger Consideration as contemplated hereby and to satisfy all of its other obligations under this Agreement.

Section 6.13 Employee Benefit Plans and Employee Matters.  Parent shall, unless otherwise mutually determined by the parties, keep and maintain the Employee Plans in effect at the date of this Agreement after the Effective Time with respect to employees covered by such

plans at the Effective Time until such time as the Employee Plans are modified as provided herein.  Parent shall cause the Surviving Corporation as promptly as practicable after the Effective Time (but in any event prior to the next renewal date for each respective Employee Plan) to formulate such employee benefit plans for the Surviving Corporation and its Subsidiaries, with respect to employees who were covered by the Employee Plans at the Effective Time, which provide benefits substantially the same as provided by the Employee Plans.  The Surviving Corporation shall: (i) provide employees of the Company and its Subsidiaries credit for all years of service with the Company or any of its Subsidiaries, as applicable, prior to the Effective Time for the purpose of eligibility and vesting, (ii) cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under comparable Employee Plans applicable to the individual immediately prior to the Closing Date) and eligibility waiting periods under group health plans of the Surviving Corporation to be waived with respect to employees of the Company and its Subsidiaries who remain as employees of the Surviving Corporation or its Subsidiaries (and their eligible dependents) and (iii) cause to be credited, for purposes of the Surviving Corporation’s health plans, any deductibles or out-of-pocket expenses incurred by employees of the Company and its Subsidiaries and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the Surviving Corporation’s health plans with the objective that there be no double counting during the year in which the Closing Date occurs of such deductibles or out-of-pocket expenses.  Notwithstanding the preceding sentence, to the extent that the Surviving Corporation reasonably determines that compliance with the preceding sentence would be prohibited by applicable law or that such compliance would result in the duplication of benefits, the Surviving Corporation shall have no obligations or liabilities with respect to the requirements of the preceding sentence.  Except as otherwise specified in this Agreement, the Surviving Corporation shall honor, or cause to be honored, in accordance with their terms, all vested or accrued benefit obligations to, and contractual rights of, current and former employees of the Company and its Subsidiaries.  Without limiting the generality of the foregoing, the Surviving Corporation shall recognize and honor all unused sick leave and unused vacation accrued by the employees of the Company and its Subsidiaries as of the Effective Time.

The obligations of the Company under this Agreement are subject to the satisfaction, prior to or at the Closing, of each of the following conditions, which may be waived in whole or in part by the Company:

Section 7.01 Representations and Warranties.  (i) Each of the representations and warranties of Parent set forth in Sections 4.01, 4.02, and 4.03 (other than inaccuracies that are de minimis in amount and effect) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date) and (ii) each of the other representations and warranties of Parent set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Change” set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date), except in the case of the foregoing clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Change” set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change with respect to Parent.

Section 7.02 Performance of Obligations.  Parent has, or has caused to be, performed or observed all obligations and agreements required to be performed or observed by Parent under this Agreement on or prior to the Closing Date, except where the failure to be so performed or observed (without giving effect to any limitation as to “materiality” or “Material Adverse Change” as set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change with respect to Parent.

Section 7.03 Shareholder Approval.  Each of this Agreement and the Merger shall have been approved by the requisite vote of the holders of the outstanding shares of Company Stock as and to the extent required by the TBOC and the Company Constituent Documents (the “Requisite Company Approval”).

Section 7.04 Government and Other Approvals.  The Company and Parent having received all approvals, acquiescences or consents of the transactions contemplated by this Agreement from all necessary Governmental Entities and from the third parties listed on Confidential Schedule 2.03(m) the failure of which to be received would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Change on the Surviving Corporation, no such approvals, acquiescences or consents shall have resulted in the imposition of any Materially Burdensome Regulatory Condition, and all applicable waiting periods having expired. Further, the approvals and the transactions contemplated hereby not having been contested or threatened to be contested by any federal or state Governmental Entity or by any other third party by formal proceedings.

Section 7.05 No Litigation.  No action having been taken, and no statute, rule, regulation or Order being promulgated, enacted, entered, enforced or deemed applicable to this Agreement or the transactions contemplated hereby by any federal, state or foreign government or Governmental Entity or by any court, including the entry of a preliminary or permanent injunction, which, if successful, would (a) make the Agreement or any other agreement contemplated hereby, or the transactions contemplated hereby or thereby illegal, invalid or unenforceable, (b) impose material limits on the ability of any party to this Agreement to complete the Agreement or any other agreement contemplated hereby, or the transactions contemplated hereby or thereby, or (c) if the Agreement or any other agreement contemplated hereby, or the transactions contemplated hereby or thereby are completed, subject the Company or any officer, director, shareholder or employee of the Company to criminal or civil liability.  Further, no action or proceeding prior to any court or Governmental Entity, by any government or Governmental Entity or by any other Person is threatened, instituted or pending that would reasonably be expected to result in any of the consequences referred to in clauses (a) through (c) above.

Section 7.06 Continuation of the Company’s and the Bank’s Severance Policy.  Each of the Company’s and the Bank’s severance policy (as outlined in each of the Company’s and the Bank’s respective Personnel Policy) shall be and remain in full force and effect as of the Closing Date.

Section 7.07 Delivery of Closing Documents.  The Company shall have received all documents required to be received from Parent on or prior to the Closing Date as set forth in Section 2.03 hereof, all in form and substance reasonably satisfactory to the Company.

Section 7.08 Employment Agreements.  Parent shall have delivered to the Company the New Employment Agreements contemplated by Section 5.14(b) duly executed by the employees set forth on Confidential Schedule 5.14(b) and have not been revoked since such execution thereof.

Section 7.09 Opinion of Counsel.  Parent shall have delivered to the Company the legal opinion of Strasburger and Price, LLP in the form attached hereto as Confidential Schedule  6.14.

Section 7.10 No Material Adverse Change.  There having been no Material Adverse Change with respect to, or material liability of (except for the Financing contemplated by this Agreement), Parent since its formation.

All obligations of Parent under this Agreement are subject to the satisfaction, prior to or at the Closing, of each of the following conditions, which may be waived in whole or in part by such parties.

Section 8.01 Representations and Warranties.  (i) Each of the representations and warranties of the Company set forth in Sections 3.01, 3.02, 3.03 (other than inaccuracies that are

de minimis in amount and effect) and (ii) each of the other representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Change” set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which case as of such specific date), except in the case of the foregoing clause (ii), where the failure to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Change” set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change with respect to the Company and the Bank, as a whole.

Section 8.02 Performance of Obligations.  The Company has, or has caused to be, performed or observed all obligations and agreements required to be performed or observed by the Company under this Agreement on or prior to the Closing Date, except where the failure to be so performed or observed (without giving effect to any limitation as to “materiality” or “Material Adverse Change” as set forth therein), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change with respect to the Company.

Section 8.03 Shareholder Approvals.  Each of this Agreement and the Merger shall have been approved by the Requisite Company Approval.

Section 8.04 Government and Other Approvals.  Parent having received approvals, acquiescences or consents of the transactions contemplated by this Agreement from all necessary Governmental Entities and from the third parties listed on Confidential Schedule 2.02(i) the failure of which to be received would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Change on the Surviving Corporation, no such approvals, acquiescences or consents shall have resulted in the imposition of any Materially Burdensome Regulatory Condition, and all applicable waiting periods having expired. Further, the approvals and the transactions contemplated hereby not having been contested or threatened to be contested by any federal or state Governmental Entity or by any other third party by formal proceedings.

Section 8.05 No Litigation.  No action having been taken, and no statute, rule, regulation or Order being promulgated, enacted, entered, enforced or deemed applicable to this Agreement or the transactions contemplated hereby by any federal, state or foreign government or Governmental Entity or by any court, including the entry of a preliminary or permanent injunction, which, if successful, would (a) make the Agreement or any other agreement contemplated hereby, or the transactions contemplated hereby or thereby illegal, invalid or unenforceable, (b) require the divestiture of a material portion of the assets of Parent or its Subsidiaries, or (c) impose material limits on the ability of any party to this Agreement to complete the Agreement or any other agreement contemplated hereby, or the transactions contemplated hereby or thereby, or (d) if the Agreement or any other agreement contemplated hereby, or the transactions contemplated hereby or thereby are completed, subject Parent or any officer, director, shareholder or employee of the Company to criminal or civil liability.  Further, no action or proceeding prior to any court or Governmental Entity, by any government or Governmental Entity or by any other Person is threatened, instituted or pending that would

reasonably be expected to result in any of the consequences referred to in clauses (a) through (d) above.

Section 8.06 No Material Adverse Change.  There shall not have been a Material Adverse Change to the Company since December 31, 2015.

Section 8.07 Continuation of the Company’s and the Bank’s Severance Policy.  Each of the Company’s and the Bank’s severance policy (as outlined in each of the Company’s and the Bank’s respective Personnel Policy) shall be and remain in full force and effect as of the Closing Date.

Section 8.08 Tail Coverage.  The Company shall have procured and paid for the Tail Coverage prior to Closing in accordance with the terms and subject to the conditions of Section 5.22.

Section 8.09 Dissenting Shareholders.  Not more than 5% of the outstanding shares of Company Stock shall be Dissenting Shares as of the Closing Date.

Section 8.10 Delivery of Closing Documents.  Parent shall have received all documents required to be received from the Company on or prior to the Closing Date as set forth in Section 2.02 hereof, all in form and substance reasonably satisfactory to Parent.

Company, and (ii) a Statement of Non-U.S. Real Property Holding Corporation Status pursuant to Treasury Regulations §§ 1.1445-2(c)(3) and 1.897-2(h) and Certification of Non-Foreign Status, in form and substance satisfactory to Parent, dated of the Closing Date and executed by the Company.

Financing; provided further, however, that the party seeking to terminate this Agreement pursuant to this Section 9.01(b)(ii) shall have used its commercially reasonable efforts to contest, appeal and remove such disapproval, Order, decree, ruling or other action;

(iii) such administrative action does not prohibit the payment of the termination fee under this subsection;

made plus 2%.  In no event shall either party be required to pay more than $1,500,000 in termination fees.

Section 10.01 Nonsurvival of Representations, Warranties, Covenants and Agreements.  The representations, warranties, covenants and agreements (other than the Confidentiality Agreement, which shall survive in accordance with its terms) of the parties hereto contained in this Agreement shall terminate at the Closing, other than the covenants that by their terms are to be performed after the Effective Time.

Section 10.02 Expenses.  All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

Section 10.03 Entire Agreement.  This Agreement, the Voting Agreement, the Director Support Agreements, the Parent Confidential Schedules, the Company Confidential Schedules, the Confidentiality Agreement and the other agreements, documents, schedules and instruments signed and delivered by the parties to each other at the Closing are the full understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersede any and all prior agreements, whether written or oral, that may exist between the parties with respect thereto. Except as otherwise specifically provided in this Agreement, no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of this Agreement is binding unless hereafter made in writing and signed by the party to be bound, and no modification will be effected by the acknowledgment or acceptance of documents containing terms or conditions at variance with or in addition to those set forth in this Agreement.

Section 10.04 Binding Effect; Assignment.  All of the terms, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors, representatives and permitted assigns. No party to this Agreement may assign this Agreement, by operation of law or otherwise, in whole or in part, without the prior written consent of the other parties, and any purported assignment made or attempted in violation of this Section 10.04 shall be null and void.

Section 10.05 Further Cooperation.  The parties agree that they will, at any time and from time to time after the Closing, upon request by the other and without further consideration, do, perform, execute, acknowledge and deliver all such further acts, deeds, assignments, assumptions, transfers, conveyances, powers of attorney, certificates and assurances as may be reasonably required in order to complete the transactions contemplated by this Agreement or to carry out and perform any undertaking made by the parties hereunder.

Section 10.06 Severability.  Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future Laws, then 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 this Agreement shall be reformed, construed and enforced in such jurisdiction such that the illegal, invalid or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

Section 10.07 Notices.  Any and all payments (other than payments at the Closing), notices, requests, instructions and other communications required or permitted to be given under this Agreement after the date of this Agreement by any party hereto to any other party may be delivered personally or by nationally recognized overnight courier service or sent by U.S. mail or (except in the case of payments) by email, at the respective addresses set forth below and is deemed delivered (a) in the case of personal delivery or email, when received; (b) in the case of mail, upon the earlier of actual receipt or five (5) Business Days after deposit in the United States Postal Service, first class certified or registered mail, postage prepaid, return receipt requested; and (c) in the case of an overnight courier service, one (1) Business Day after delivery to such courier service with and instructions for overnight delivery. The parties may change their respective addresses by written notice to all other parties, sent as provided in this Section. All communications must be in writing and addressed as follows:

If to the Company:

With a copy (which shall not constitute notice) to:

If to Parent:

With a copy (which shall not constitute notice) to:

Section 10.08 GOVERNING LAW.  THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD FOR THE PROVISIONS THEREOF REGARDING CHOICE OF LAW THAT WOULD APPLY THE LAW OF A DIFFERENT JURISDICTION. VENUE FOR ANY CAUSE OF ACTION BETWEEN THE PARTIES TO THIS AGREEMENT WILL LIE IN DALLAS COUNTY, TEXAS.

Section 10.09 WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER

INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.09.

Section 10.10 Multiple Counterparts.  For the convenience of the parties hereto, this Agreement may be signed in multiple counterparts, each of which will be deemed an original, and all counterparts hereof so signed by the parties hereto, whether or not such counterpart will bear the execution of each of the parties hereto, will be deemed to be, and is to be construed as, one and the same Agreement. A facsimile or electronic scan in “PDF” format of a signed counterpart of this Agreement will be sufficient to bind the party or parties whose signature(s) appear thereon.

Section 10.11 Definitions.  For purposes of this Agreement, the following terms have the meanings specified or referred to in this section:

“Accounting Firm” shall have the meaning set forth in Section 1.06(b).

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer or proposal with respect to (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, joint venture, partnership, dissolution, liquidation or similar transaction involving the Company, whether in a transaction or series of transaction, (ii) any purchase of any equity interest (including by means of a tender or exchange offer) representing an amount equal or greater than a 15% voting or economic interest in the Company or (iii) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 15% of the consolidated assets of the Company and its Subsidiaries taken as a whole (including stock of such Subsidiaries).

“Adjusted Equity” shall have the meaning set forth in Section 1.06(a)(i).

“Affiliate” means any Person that, directly or indirectly, through one or more intermediaries, (a) owns or controls another Person, (b) is owned or controlled by another Person, or (c) is under common control or ownership with another Person, and ownership means the direct or indirect beneficial ownership of more than fifty percent (50%) of the equity securities of a Person, or, in the case of a Person that is not a corporation, more than fifty percent (50%) of the voting and/or equity interest.

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

“Bankruptcy Exception” means, in respect of any agreement, contract, commitment or obligation, any limitation thereon imposed by any bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or similar Law affecting creditors’ rights and remedies generally and, with respect to the enforceability of any agreement, contract, commitment or obligation, by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at Law or in equity.

“Bank” shall have the meaning set forth in the Recitals.

“Bank Stock” shall have the meaning set forth in Section 3.03(b).

“Banking Laws” shall have the meaning set forth in Section 3.04(b).

“BHC Act” shall have the meaning set forth in the preamble.

“Book Entry Shares” shall have the meaning set forth in Section 1.05(d).

“Business Day” means Monday through Friday of each week, except a legal holiday recognized as such by the United States federal government or any day on which banking institutions in Dallas, Texas are authorized or required by Law to be closed.

“Bylaws” shall have the meaning set forth in Section 1.03.

“Calculation Date” shall have the meaning set forth in Section 1.06(a)(ii).

“Call Reports” shall have the meaning set forth in Section 3.05(b).

“Cancelled Shares” shall have the meaning set forth in Section 1.05(e).

“Certificate” shall have the meaning set forth in Section 1.10(c).

“Certificate of Formation” shall have the meaning set forth in Section 1.03.

“Change in Recommendation” shall have the meaning set forth in Section 5.20(a).

“Closing” shall have the meaning set forth in Section 2.01(a).

“Closing Date” shall have the meaning set forth in Section 2.01(a).

“Code” shall have the meaning set forth in Section 1.09(e).

“Commitment Letter” shall have the meaning set forth in Section 4.14.

“Company” shall have the meaning set forth in the preamble.

“Company Board” shall have the meaning set forth in the Recitals.

“Company Constituent Documents” shall have the meaning set forth in Section 3.04(a).

“Company Disclosure Schedules” shall have the meaning set forth in the Article III preamble.

“Company Financial Statements” shall have the meaning set forth in Section 3.05(a).

“Company IT Systems” shall have the meaning set forth in Section 3.33

“Company Option” shall have the meaning set forth in Section 1.08.

“Company Recommendation” shall have the meaning set forth in Section 3.02.

“Company Stock” shall have the meaning set forth in Section 1.05(c).

“Company Stock Option Plan” shall have the meaning set forth in Section 1.08.

“Company Shareholders’ Meeting” means the meeting of the Company shareholders called pursuant to Section 5.02.

“Confidentiality Agreement” means Section 14 of the letter of intent, effective as of July 13, 2016, by and between the Company and Tectonic Holdings, LLC, and joined in by Tectonic Advisors, LLC.

“Controlled Group Plans” shall have the meaning set forth in Section 3.28(g).

“Debt Financing” shall have the meaning set forth in Section 4.14.

“Director Support Agreement” shall have the meaning set forth in the Recitals.

“Dissenting Shares” shall have the meaning set forth in Section 1.12.

“Effective Time” shall have the meaning set forth in Section 2.01(b).

“Employee Plans” shall have the meaning set forth in Section 3.28(a).

“End Time” shall have the meaning set forth in Section 9.01(b).

“Environmental Inspections” shall have the meaning set forth in Section 5.12(a).

“Environmental Laws” means the common Law and all federal, state, local and foreign Laws or regulations, codes, Orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, now or hereafter in effect, relating to pollution or protection of human health and the environment, including Laws relating to (i) emissions, discharges, releases or threatened releases of Hazardous Materials, into the environment (including ambient air, surface water, ground water, land surface or subsurface strata), (ii) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of Hazardous Materials, (iii) underground and above ground storage tanks, and related piping, and emissions, discharges, releases or threatened releases therefrom, and (iv) the conservation of open space, ecosystems, wetlands or water of the United States or a state, and (v) the preservation of cultural or historic structures or artifacts.

“Environmental Reports” shall have the meaning set forth in Section 3.19(a).

“Equity Adjustment” shall have the meaning set forth in Section 1.06(a)(iii).

“Equity Financing” shall have the meaning set forth in Section 6.04(a).

“ERISA” shall have the meaning set forth in Section 3.28(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” shall have the meaning set forth in Section 1.09(a).

“Exchange Agent Agreement” shall have the meaning set forth in Section 1.09(i).

“Existing Employment Agreements” shall have the meaning set forth in Section 5.14(a).

“FDIA” shall have the meaning set forth in Section 2.02(e).

“FDIC” shall have the meaning set forth in Section 2.02(e).

“Federal Reserve” shall mean the Board of Governors of the Federal Reserve System.

“Financing” shall have the meaning set forth in Section 6.04(a).

“GAAP” shall have the meaning set forth in Section 1.06(a).

“Governmental Entity” means any court, arbitrator, administrative agency or commission, board, bureau or other governmental or Regulatory Agency or instrumentality.

“Hazardous Material” means any pollutant, contaminant, chemical, or toxic or hazardous substance, constituent, material or waste, or any other chemical, substances, constituent or waste including, among others, asbestos, lead-based paint, urea-formaldehyde, petroleum, crude oil or any fraction thereof or any petroleum product.

“Holders” shall have the meaning set forth in Section 1.09(c).

“Indemnified Parties” shall have the meaning set forth in Section 5.22(a).

“Indemnified Liabilities” shall have the meaning set forth in Section 5.22(a).

“IRS” shall have the meaning set forth in Section 3.12(l).

A person has “Knowledge” of, or acts “Knowingly” with respect to, a particular fact or other matter if any individual who is presently serving as a director, the chief executive officer, chief financial officer, chief trust officer, chief credit officer, chief technology officer or compliance officer, after reasonable inquiry, is actually aware of such fact or other matter.

“Law” shall mean any federal or state constitution, statute, regulation, rule, or common law applicable to a Person.

“Leases” shall have the meaning set forth in Section 3.11(a)(i).

“Leased Real Property” shall have the meaning set forth in Section 3.09.

“Letter of Transmittal” shall have the meaning set forth in Section 1.09(c).

“Lien(s)” means any mortgage, security interest, pledge, charges, encumbrance or lien (statutory or otherwise).

“Listed Contracts” shall have the meaning set forth in Section 3.11(a).

“Loan” shall have the meaning set forth in Section 3.17.

“Material Adverse Change” means, with respect to any party hereto, any event, occurrence, fact, condition, effect or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, prospects, condition (financial or otherwise), assets, properties, liabilities (absolute, accrued, contingent or otherwise) or reserves, taken as a whole, or (ii) the ability of such party to consummate the transactions contemplated hereby on a timely basis; provided, however, that none of the following shall constitute, or shall be considered in determining whether there has occurred, and no event, circumstance, change or effect resulting from or arising out of any of the following shall constitute, a Material Adverse Change: (i) any changes in Laws or interpretations thereof that are generally applicable to the banking or savings industries; (ii) changes in GAAP or RAP that are generally applicable to the banking or savings industries; (iii) changes in global, national or regional political conditions (including any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism) or general economic or market conditions in the United States or the State of Texas, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, and price levels or trading volumes in the United States or foreign securities markets affecting other companies in the financial services industry; (iv) general changes in the credit markets or general downgrades in the credit markets; or (v) changes proximately caused by the public disclosure or consummation of the transactions contemplated hereby or actions or omissions of a party taken as required by this Agreement or with the prior informed written consent of the other party or parties in contemplation of the transactions contemplated by this Agreement; provided, that, with respect to clauses (i) through (iv) such party is not affected to a greater extent than other Persons, bank holding companies or insured depository institutions in the industry in which such party operates.

“Materially Burdensome Regulatory Condition” shall have the meaning set forth in Section 5.11.

“Merger” shall have the meaning set forth in the Recitals.

“Merger Agreement” shall have the meaning set forth in Section 1.01.

“Merger Consideration” shall have the meaning set forth in Section 1.05(c).

“Merger Sub” shall have the meaning set forth in the Recitals.

“Minimum Equity” shall have the meaning set forth in Section 1.06(a)(iv).

“New Employment Agreements” shall have the meaning set forth in Section 5.14(b).

“Nonqualified Deferred Compensation Plan” shall have the meaning set forth in Section 3.28(l).

“Notice Period” shall have the meaning set forth in Section 5.20(a).

“OCC” shall have the meaning set forth in Section 2.02(b).

“Order” shall mean any award, decision, decree, injunction, judgment, order, ruling, or verdict entered, issued, made or rendered by any court, administrative agency or any other Governmental Entity.

“OREO Property” shall have the meaning set forth in Section 3.09.

“Owned Real Property” shall have the meaning set forth in Section 3.09.

“Parent” shall have the meaning set forth in the preamble.

“Parent Board” shall have the meaning set forth in the Recitals.

“Parent Constituent Documents” shall have the meaning set forth in Section 4.04(b).

“Parent Disclosure Schedules” shall have the meaning set forth in the Article IV preamble.

“Parent Stock” shall have the mean set forth in Section 1.06(a).

“Permitted Encumbrances” shall mean only (i) Liens for taxes not yet due and payable and that do not constitute penalties, (ii) Liens for taxes being contested in good faith by appropriate proceedings, (iii) statutory Liens of landlords, (iv) Liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the ordinary course of business consistent with past practice and not yet delinquent, (v) zoning, building, or other restrictions, variances, covenants, rights of way, rights of subtenants, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected parcel by the Bank, or have a material detrimental effect on the value thereof or its present use.

“Per Share Merger Consideration” shall have the meaning set forth in Section 1.06(b)(v).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an

unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

“Property” or “Properties” shall include all real property currently owned or leased by the Company, including all Owned Real Property, OREO Property and Leased Real Property, as well as the premises and all improvements and fixtures thereon of the Company.

“Private Offering” shall have the meaning set forth in Section 6.04(a).

“Proprietary Rights” shall have the meaning set forth in Section 3.15.

“Proxy Statement” means the proxy statement for the Company Shareholders’ Meeting.

“RAP” shall have the meaning set forth in Section 3.05(b).

“Regulatory Agency” means (i) any self-regulatory organization, (ii) the Federal Reserve, (iii) the OCC, (iv) the FDIC, (v) the TDB, (vi) the SEC, or (vii) any other federal or state governmental or regulatory agency or authority having or claiming jurisdiction over a party to this Agreement or the transactions contemplated hereby.

“Representatives” shall have the meaning set forth in Section 5.19(a).

“Requisite Company Approval” shall have the meaning set forth in Section 7.03(a).

“Retirement Plan” shall have the meaning set forth in Section 5.14(a).

“SBA” shall have the meaning set forth in Section 3.11(c).

“SEC” shall have the meaning set forth in Section 3.08.

“Secondary Investigation” shall have the meaning set forth in Section 5.12(a).

“Securities Act” shall mean Securities Act of 1933, as amended.

“Shareholder Meeting” shall have the meaning set forth in Section 5.02(a).

“SOA” shall have the meaning set forth in Section 5.18(b).

“Special Dividend” shall have the meaning set forth in Section 1.07.

“Subscription Agreement” shall have the meaning set forth in Section 6.04(c).

“Subsidiary” means, when used with reference to an entity, any corporation, a majority of the outstanding voting securities of which are owned directly or indirectly by such entity or any partnership, joint venture or other enterprise in which any entity has, directly or indirectly, a majority equity interest.

“Superior Proposal” means any bona fide written Acquisition Proposal that the Company Board (or applicable committee thereof) determines in good faith, after consultation with its legal and financial advisors, that, if consummated in accordance with its terms, would result in a transaction more favorable to the Company’s shareholders, from a financial point of view, than the transactions contemplated hereby (including any adjustment to the terms and conditions proposed in writing by Parent prior to the expiration of the Notice Period pursuant to Section 5.20); provided, that for purposes of this definition references to “15%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%.”

“Surviving Corporation” shall have the meaning set forth in Section 1.01.

“Tail Coverage” shall have the meaning set forth in Section 5.22(b).

“Tax” or “Taxes” means all (i) United States federal, state or local or non-United States taxes, assessments, charges, duties, levies, interest or other similar governmental charges of any nature, including all income, franchise, profits, capital gains, capital stock, transfer, sales, use, escheat, occupation, property, excise, severance, windfall profits, stamp, stamp duty reserve, license, payroll, withholding, ad valorem, value added, alternative minimum, environmental, customs, social security (or similar), unemployment, sick pay, disability, registration and other taxes, assessments, charges, duties, interest, fees, levies or other similar governmental charges of any kind whatsoever, whether disputed or not, together with all estimated taxes, deficiency assessments, additions to tax, charges, duties, levies, penalties and interest; (ii) any liability for the payment of any amount of a type described in clause (i) arising as a result of being or having been a member of any consolidated, combined, unitary or other group or being or having been included or required to be included in any Tax Return related thereto; and (iii) any liability for the payment of any amount of a type described in clause (i) or clause (ii) as a result of any obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes required to be filed with an Governmental Entity, including any schedule or attachment thereto, and including any amendment thereof.

“TBOC” shall have the meaning set forth in Section 1.01.

“TDB” shall have the meaning set forth in Section 3.08.

“Tectonic” shall have the meaning set forth in the preamble.

“Tectonic Constituent Documents” shall have the meaning set forth in Section 4.04(e).

“Total Cash Consideration” shall have the meaning set forth in Section 1.06(a)(vi).

“Treasury Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar, substitute proposed or final Treasury Regulations.

“USDA” shall have the meaning set forth in Section 3.11(c).

“Voting Agreement” shall have the meaning set forth in the Recitals.

Section 10.12 Specific Performance.  Each of the parties hereto acknowledges that the other parties would be irreparably damaged and would not have an adequate remedy at Law for money damages if any of the covenants contained in this Agreement were not performed in accordance with its terms or otherwise were materially breached. Each of the parties hereto therefore agrees that, without the necessity of proving actual damages or posting bond or other security, the other party will be entitled to temporary and/or permanent injunction or injunctions which a court of competent jurisdiction concludes is justified to prevent breaches of such performance and to specific enforcement of such covenants in addition to any other remedy to which they may be entitled, at Law or in equity.

Section 10.13 Attorneys’ Fees and Costs.  If attorneys’ fees or other costs are incurred to secure performance of any of the obligations herein provided for, or to establish damages for the breach thereof, or to obtain any other appropriate relief, the prevailing party is entitled to recover reasonable attorneys’ fees and costs incurred therein and determined by the court to be justified.

Section 10.14 Rules of Construction.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender is deemed to include the other genders. Each use herein of the plural includes the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word “or” is used in the inclusive sense. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a Person are also to its permitted successors or assigns. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Section 10.15 Articles, Sections, Exhibits and Schedules.  All articles and sections referred to herein are articles and sections, respectively, of this Agreement and all exhibits and schedules referred to herein are exhibits and schedules, respectively, attached to this Agreement. Descriptive headings as to the contents of particular sections are for convenience only and do not control or affect the meaning, construction or interpretation of this Agreement or any particular section. Any and all schedules, exhibits, certificates or other documents or instruments referred

to herein or attached hereto are and will be incorporated herein by reference hereto as though fully set forth herein.

Section 10.16 Public Disclosure.  Except for the Joint Press Release in the form set forth as Confidential Schedule 10.16 to be issued upon date that this Agreement becomes effective, neither Parent nor the Company, or any Affiliate or Subsidiary of the same, will make any announcement, statement, press release, acknowledgment or other public disclosure of the existence of, or reveal the terms, conditions or the status of, this Agreement or the transactions contemplated hereby without the prior written consent of the other parties to this Agreement (which shall not be unreasonably withheld, conditioned or delayed); provided, however, that (i) Parent and the Company are permitted to make any public disclosures or governmental filings as legal counsel may deem necessary to maintain compliance with or to prevent violations of applicable Law, that may be necessary to obtain regulatory approval for the transactions contemplated hereby, or that may be necessary to enforce the obligations under this Agreement and (ii) Parent may disclose the existence of, or reveal the terms, conditions or the status of, this Agreement or the transactions contemplated hereby to potential investors in Parent that are bound by a confidentiality agreement.

Section 10.17 Extension; Waiver.  At any time prior to the Closing Date, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto, or (c) waive compliance with any of the agreements, covenants or conditions contained herein. Such action will be evidenced by a signed written notice given in the manner provided in Section 10.07. No party to this Agreement will by any act (except by a written instrument given pursuant to Section 10.07) be deemed to have waived any right or remedy hereunder or to have acquiesced in any breach of any of the terms and conditions hereof. No failure to exercise nor any delay in exercising any right, power or privilege hereunder by any party hereto will operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any party of any right or remedy on any one occasion will not be construed as a bar to any right or remedy that such party would otherwise have on any future occasion or to any right or remedy that any other party may have hereunder. Any party may unilaterally waive a right which is solely applicable to it.

Section 10.18 Amendment.  This Agreement may be amended, modified or supplemented only by an instrument in writing executed by each of the parties hereto.

Section 10.19 No Third Party Beneficiaries.  Nothing contained in this Agreement, express or implied, is intended to confer upon any Persons, other than the parties hereto or their respective successors, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except for (a) those employees entitled to severance under the Company’s and the Bank’s severance policy (as outlined in each of the Company’s and the Bank’s respective Personnel Policy), and (b) those employees entitled to a New Employment Agreement in accordance with Section 5.14(b).

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the date first above written.

Tectonic Advisors, LLC (“Tectonic”) hereby joins in the foregoing Agreement for the purposes of guarantying the obligations of Parent and Merger Sub set forth in Sections 4.14, 6.12 and 9.03(d), and otherwise ensuring that Parent and Merger Sub have the resources, financial and otherwise, to satisfy Parent’s and Merger Sub’s obligations, under the foregoing Agreement.

IN WITNESS THEREOF, Tectonic has caused this Agreement to be signed in its corporate name by its duly authorized officer as of the date first above written.

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made as of November 10, 2016, between Tectonic Merger Sub, Inc. a Texas corporation (“Merger Sub”), and T Bancshares, Inc., a Texas corporation and registered bank holding company (the “Company”).

WHEREAS, the Company and T Acquisition, Inc., a Texas corporation and the parent of Merger Sub (“Parent”), are parties to that certain Agreement and Plan of Merger, dated as of November 10, 2016 (the “Merger Agreement”). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given them in the Merger Agreement.

WHEREAS, pursuant to the Merger Agreement, Parent will acquire the Company by causing Merger Sub to be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”), pursuant to the terms of the Merger Agreement and this Agreement;

WHEREAS, Merger Sub is a corporation duly organized and existing under the laws of the State of Texas, with authorized capital stock consisting of 100 shares of common stock, par value $0.01 (“Merger Sub Stock”), of which 100 shares are issued and outstanding; and

WHEREAS, the Boards of Directors of the Company and Merger Sub, pursuant to the authority given by and in accordance with the provisions of the Texas Business Organizations Code (the “TBOC”) have approved the Merger and this Agreement and have authorized the execution hereof:

NOW, THEREFORE, Merger Sub and the Company hereby agree that Merger Sub is to be merged with and into the Company on the following terms and conditions:

operated and to enter into and carry out its obligations under this Agreement.  Merger Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein.  The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Merger Sub board of directors.

VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

This VOTING AGREEMENT (this “Agreement”) dated as of November 10, 2016 is executed by and among T Acquisition, Inc. (“Parent”), a Texas corporation, T Bancshares, Inc. (the “Company”), a Texas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended, A. Haag Sherman (“Sherman”), as proxy, and the Stockholders of the Company listed on the signature page to this Agreement (referred to herein individually as a “Stockholder” and collectively as the “Stockholders”). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given them in the Merger Agreement (as defined below).

WHEREAS, concurrently with the execution of this Agreement, Parent and the Company have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), providing for, among other things, Parent’s acquisition of the Company through the merger of a wholly-owned subsidiary of the Parent with and into the Company, with the Company’s surviving the merger as a wholly-owned subsidiary of the Parent (the “Merger”);

WHEREAS, the Merger Agreement provides that all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), other than Cancelled Shares and Dissenting Shares, will be exchanged for cash consideration as set forth in the Merger Agreement; and

WHEREAS, as a condition and inducement to Parent’s willingness to enter into the Merger Agreement, each of the Stockholders have agreed to vote their shares of Common Stock in favor of approval of the Merger Agreement and the transactions contemplated thereby.

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Parent, the Proxy Holder (as defined below) and the Stockholders undertake, promise, covenant and agree with each other as follows:

(clauses (a), (b) and (c), collectively, the “Proxy Shares”), in favor of approval of the Merger and any other transactions contemplated by the Merger Agreement.

additional shares of Common Stock or any security exercisable for or convertible into shares of Common Stock, set forth on the signature page of this Agreement.

“Proxy Holder”) to vote at any meeting of the Stockholders of the Company all of the Proxy Shares in favor of the approval of the Merger and any other transactions contemplated by the Merger Agreement, with such modifications to the Merger Agreement as the parties thereto may make; but this proxy will not apply with respect to any vote on approval of the Merger contemplated by the Merger Agreement if the Merger Agreement is modified so as to (i)  reduce the amount of consideration or the form of consideration to be received by the Stockholder or (ii) materially alter the tax consequences of the receipt thereof under the Merger Agreement in its present form.  This proxy shall be limited strictly and solely to the power and authority to vote the Proxy Shares in the manner and for the purpose set forth in Sections 1 and 2 of this Agreement and shall not extend to any other matters.

INCLUDING TO THE EXTENT APPLICABLE, SECTION 21.369 OF THE TBOC.  The Stockholders and the Company acknowledge that the performance of this Agreement is intended to benefit Parent.

IF TO THE COMPANY OR THE STOCKHOLDERS:

WITH A COPY (WHICH SHALL NOT CONSTITUTE NOTICE) TO:

IF TO PARENT OR PROXY HOLDER:

 in terms to such illegal, invalid or unenforceable provision as may be possible and still be legal, valid and enforceable.

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

This DIRECTOR SUPPORT AGREEMENT (the “Agreement”) is made and entered into as of November __, 2016, by and between T Acquisition, Inc. (“Parent”), a Texas corporation, and _____________, an individual resident of the State of Texas (“Director”). Terms with their initial letters capitalized and not otherwise defined herein have the meanings given them in the Merger Agreement (as defined below).

WHEREAS, Parent and T Bancshares, Inc. (the “Company”), a Texas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended, have entered into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), providing for Parent’s acquisition of the Company through the merger of a wholly-owned subsidiary of Parent with and into the Company, with the Company surviving as the wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, as a condition and inducement to Parent’s willingness to enter into the Merger Agreement, Parent and Director have agreed to enter into this Agreement.

NOW, THEREFORE, in consideration for receipt of such confidential information and trade secrets and in consideration of the premises and mutual covenants contained herein and in the Merger Agreement intending to be legally bound hereby, Parent and Director agree as follows;

subsidiary of Parent or as set forth on Schedule 1 attached hereto, Director agrees that Director during the term hereof will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever:

Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the Noncompete Area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods.

IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.

and conditions of their agreement relating to the subject matter hereof and supersede any and all prior agreements, whether written or oral, that may exist between the parties with respect thereto. Except as otherwise specifically provided in this Agreement, no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of this Agreement is binding unless hereafter made in writing and signed by the party to be bound, and no modification will be effected by the acknowledgment or acceptance of documents containing terms or conditions at variance with or in addition to those set forth in this Agreement.

If to Director:

If to PARENT:

With a copy (which shall not constitute notice) to:

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

DIRECTOR

                                                                                          

[NAME]

By:                                                                                          

Name: A. Haag Sherman

Title: Chief Executive Officer

This Option Holder Agreement and Release (this “Agreement”) is entered into as of [·], 2016, by and between T Bancshares, Inc. (the “Company”), and [·] (“Optionee”).  Terms capitalized but not defined herein shall have the meanings set forth in the Merger Agreement (defined below).

WHEREAS, Schedule 1 attached hereto lists, as of the date hereof, the outstanding and unexercised options (each a “Company Option” and, collectively, the “Company Options”) to purchase shares of common stock of the Company, par value $0.01 per share (“Company Stock”), previously granted to Optionee under the 2005 Stock Incentive Plan, the 2014 Non-employee Directors’ Common Stock Plan, the 2015 Stock Incentive Plan, and any other stock incentive plan or plans previously adopted by the Company (collectively, the “Company Stock Option Plans”);

WHEREAS, each Company Option is evidenced by a nonqualified or other stock option award or grant agreement between the Company and Optionee (each such agreement, a “Stock Option Agreement”);

WHEREAS, the Company and T Acquisition, Inc. (“Parent”) have entered into that certain Agreement and Plan of Merger, dated November 10, 2016 (the “Merger Agreement”), which provides for Parent’s acquisition of the Company through the merger of a wholly-owned subsidiary of Parent with and into the Company, with the Company surviving as a wholly-owned subsidiary of the Parent (the “Merger”);

WHEREAS, the Merger Agreement provides that each Company Option which is unexpired, outstanding and unexercised (whether vested or unvested) shall, automatically and without any required action on the part of the holder thereof, be purchased by the Company for an amount equal to (a) the positive difference between (i) the sum of (X) the amount of the Per Share Merger Consideration and (Y) the per share amount of the Special Dividend, minus (ii) the per share exercise price of such Company Option as listed on Confidential Schedule 3.03(a) to the Merger Agreement, multiplied by (b) the number of shares of Company Stock issuable pursuant to the unexpired, outstanding and unexercised portion of each Company Option, and thereafter be cancelled;

WHEREAS, the purchase of the Company Options is conditioned upon the holder thereof executing and delivering to the Company this Agreement as contemplated by Section 8.12 of the Merger Agreement; and

WHEREAS, the Company and Optionee desire to provide for the purchase of the Company Options in connection with the consummation of the Merger in accordance with the terms of the Merger Agreement and the release by Optionee of any Claims (as defined below) related to the Company Options.

NOW, THEREFORE, in exchange for the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby agree as follows:

consulted with or had a reasonable opportunity to consult with an attorney at law with regards to Optionee’s consideration and review of the terms of this Agreement and that Optionee fully understands the provisions hereof.

T BANCSHARES, INC.

By: _______________________________

Name: Patrick Howard

Title: President and Chief Executive Officer

OPTIONEE

                                                                                       

Name: [OPTIONEE]