EXHIBIT 1 350,000 Shares GUARANTY BANCSHARES, INC. Common Stock UNDERWRITING AGREEMENT May __, 1998 HOEFER & ARNETT INCORPORATED 353 Sacramento Street, 10th Floor San Francisco, California 94111 Ladies and Gentlemen: Guaranty Bancshares, Inc., a Texas...Underwriting Agreement • May 6th, 1998 • Guaranty Bancshares Inc /Tx/ • State commercial banks • Texas
GUARANTY BANCSHARES, INC. [●] Shares of Common Stock (par value $1.00 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2017 • Guaranty Bancshares Inc /Tx/ • National commercial banks • New York
Guaranty Bancshares, Inc., a Texas corporation (the “Company”), confirms its agreement with Sandler O’Neill + Partners, L.P. (“Sandler”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of [●] shares of Common Stock, par value $1.00 per share, of the Company (“Common Stock”), in the respective amounts set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [●] additional shares of Common Stock in the respective amounts set forth in Schedule B hereto. The aforesaid [●] shares
AGREEMENT AND PLAN OF REORGANIZATION BETWEEN FIRST AMERICAN FINANCIAL CORP. AND GUARANTY BANCSHARES, INC.Agreement and Plan of Reorganization • June 29th, 1999 • Guaranty Bancshares Inc /Tx/ • State commercial banks • Texas
EXHIBIT 2.3 SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION BETWEEN FIRST AMERICAN FINANCIAL CORPORATION AND GUARANTY BANCSHARES, INC. This Second Amendment to the Agreement and Plan of Reorganization Between First American Financial...The Agreement • June 29th, 1999 • Guaranty Bancshares Inc /Tx/ • State commercial banks
EXHIBIT 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is by and between Guaranty Bank, a Texas banking corporation (the "Bank"), and Arthur B. Scharlach, Jr., an individual residing in Mount Pleasant, Titus County, Texas (the...Employment Agreement • March 31st, 1998 • Guaranty Bancshares Inc /Tx/ • Texas
Certain information (indicated by [***]) has been omitted from this exhibit because it is both (i) not material and (ii) is of the type that the registrant treats as private or confidential. SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • March 4th, 2022 • Guaranty Bancshares Inc /Tx/ • National commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 4, 2022, and is made by and between Guaranty Bancshares, Inc., a Texas corporation (the “Company”), and the purchaser of the Subordinated Note (as defined herein) identified on the signature page hereto (the “Purchaser” and together with any other purchasers of the Subordinated Notes hereunder, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2024 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
THIS AGREEMENT (this “Agreement”), dated as of May 20, 2020 (the “Effective Date”) is by and between Guaranty Bank & Trust, N.A., Mount Pleasant, Texas (the “Bank”), and Shalene Jacobson (“Executive”), and is joined by Guaranty Bancshares, Inc. (“Guaranty”), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended, for purposes of Sections 5.2 and 6.2 of the Agreement.
LOAN AGREEMENT BetweenLoan Agreement • March 31st, 2023 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
THIS LOAN AGREEMENT (the “Agreement”) will serve to set forth the terms of the financing transaction by and between GUARANTY BANCSHARES, INC., a Texas corporation (“Borrower”), and FROST BANK, a Texas state bank (“Lender”):
LOAN AGREEMENT Between GUARANTY BANCSHARES, INC. 100 W. Arkansas Mount Pleasant, Texas 75456 and FROST BANK P.O. Box 1600 San Antonio, Texas 78296 As of March 31, 20l7Loan Agreement • April 6th, 2017 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
THIS LOAN AGREEMENT (the “Agreement”) will serve to set forth the terms of the financing transaction by and between GUARANTY BANCSHARES, INC., a Texas corporation (“Borrower”), and FROST BANK, a Texas state bank (“Lender”):
LOAN AGREEMENT Between GUARANTY BANCSHARES, INC.100 W. ArkansasMount Pleasant, Texas 75456 and FROST BANKP.O. Box 1600San Antonio, Texas 78296 As of March 31, 20l7Loan Agreement • April 2nd, 2019 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
THIS LOAN AGREEMENT (the “Agreement”) will serve to set forth the terms of the financing transaction by and between GUARANTY BANCSHARES, INC., a Texas corporation (“Borrower”), and FROST BANK, a Texas state bank (“Lender”):
SUBORDINATED DEBENTURE PURCHASE AGREEMENTSubordinated Debenture Purchase Agreement • May 1st, 2020 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
This SUBORDINATED DEBENTURE PURCHASE AGREEMENT, dated as of April 30, 2020 (this “Agreement”), is by and among Guaranty Bancshares, Inc., a Texas corporation (the “Company”), and the purchaser of the Debenture (as defined herein) named on the signature page hereto (the “Purchaser”).
GUARANTY BANCSHARES, INC.Award Agreement • April 6th, 2017 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this “Notice”), the Restricted Stock Unit Award Agreement attached hereto (the “Award Agreement”), and the Guaranty Bancshares, Inc. 2015 Equity Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Restricted Stock Units (the “RSUs”) in Guaranty Bancshares, Inc. (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan.
STOCK OPTION AGREEMENT UNDER DCB FINANCIAL CORPORATION STOCK OPTION PLANStock Option Agreement • March 8th, 2017 • Guaranty Bancshares Inc /Tx/ • State commercial banks
THIS AGREEMENT (“Agreement”) is made and entered into effective as of the day of , 2012, by and between DCB FINANCIAL CORP. (the “Company”) and (the “Employee”).
PROMISSORY NOTE (Revolving)Guaranty Bancshares Inc /Tx/ • April 1st, 2024 • National commercial banks • Texas
For value received, Guaranty Bancshares, Inc., a Texas corporation (“Borrower,” whether one or more), jointly and severally (if more than one) promises to pay to the order of FROST BANK, a Texas state bank (“Lender”), at P.O. Box 34746, San Antonio, Texas 78265, or at such other address as Lender shall from time to time specify in writing, the principal sum of TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00), or so much thereof as from time to time may be advanced by Lender to Borrower pursuant to the terms of the Loan Agreement (as defined below), in legal and lawful money of the United States of America, with interest on the outstanding principal from the date advanced until paid at the rate set out below, and otherwise in strict accordance with the terms and provisions of this Promissory Note (Revolving) (this “Note”). This Note has been executed and delivered pursuant to that certain Loan Agreement dated of even date with this Note between Borrower and Lender (together with
SENIOR DEBT INDENTUREIndenture • December 12th, 2018 • Guaranty Bancshares Inc /Tx/ • National commercial banks
This SENIOR DEBT INDENTURE dated as of [ ] is between Guaranty Bancshares, Inc., a Texas corporation (the “Company”), and [ ], as trustee (the “Trustee”).
AGREEMENT AND PLAN OF REORGANIZATION by and among GUARANTY BANCSHARES, INC., GBI-DCB ACQUISITION CORPORATION and DCB FINANCIAL CORP. Dated as of January 6, 2015Agreement and Plan of Reorganization • March 8th, 2017 • Guaranty Bancshares Inc /Tx/ • State commercial banks • Texas
This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) dated as of January 6, 2015 is by and among Guaranty Bancshares, Inc. (“Guaranty”), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”); GBI-DCB Acquisition Corporation, a Texas corporation and wholly-owned subsidiary of Guaranty (“Newco”); and DCB Financial Corp., (“DCB”), a Texas corporation and bank holding company registered under the BHC Act.
SUBORDINATED DEBT INDENTUREIndenture • December 12th, 2018 • Guaranty Bancshares Inc /Tx/ • National commercial banks
This SUBORDINATED DEBT INDENTURE dated as of [ ] is between Guaranty Bancshares, Inc., a Texas corporation (the “Company”), and [ ], as trustee (the “Trustee”).
GUARANTY BANCSHARES, INC. 2015 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK AWARDRestricted Stock Award Agreement • March 8th, 2017 • Guaranty Bancshares Inc /Tx/ • State commercial banks • Texas
In consideration of receipt of an award under the Guaranty Bancshares, Inc. 2015 Equity Incentive Plan, Participant and the Company enter into this Confidentiality, Non-Competition and Non-Solicitation Agreement (the “Agreement”), effective as of the date signed by Participant below. For purposes of the Agreement, references to the Company shall include its subsidiaries, affiliates, successors, or assigns. Unless otherwise specifically indicated, all terms used in this Agreement shall have the meaning as set forth in the Plan.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 14th, 2005 • Guaranty Bancshares Inc /Tx/ • State commercial banks • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), made and effective as of June 13, 2005, is entered into by and between GUARANTY BANCSHARES, INC. (the “Company”), a Texas corporation and GB FACILITATION, INC. (“Newco”), a Texas corporation.
LOAN AGREEMENT BetweenLoan Agreement • April 1st, 2024 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
This Loan Agreement (the "Agreement") will serve to set forth the terms of the financing transaction by and between GUARANTY BANCSHARES, INC., a Texas corporation ("Borrower"), and Frost Bank, a Texas state bank ("Lender"):
GUARANTY BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN WITH 401(k) PROVISIONSEmployee Stock Ownership Plan • May 4th, 2017 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
GUARANTY BANCSHARES, INC. FAIR MARKET VALUE STOCK APPRECIATION RIGHTS PLAN AWARD AGREEMENTAward Agreement • March 8th, 2017 • Guaranty Bancshares Inc /Tx/ • State commercial banks • Texas
THIS AWARD AGREEMENT is made and entered into effective as of the “Grant Date”) between Guaranty Bancshares, Inc. (the “Company”) and (the “Participant”), in connection with the grant of Stock Appreciation Rights under the Guaranty Bancshares, Inc. Fair Market Value Stock Appreciation Rights Plan (the “Plan”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG GUARANTY BANCSHARES, INC., GUARANTY BANK & TRUST, N.A. AND WESTBOUND BANK Dated as of January 29, 2018Agreement and Plan of Merger • January 29th, 2018 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 29th day of January, 2018 (the “Execution Date”), is by and among Guaranty Bancshares, Inc., a Texas corporation and registered bank holding company (“Guaranty”), Guaranty Bank & Trust, N.A., a national banking association and a wholly-owned subsidiary of Guaranty (“GBT”), and Westbound Bank, a Texas banking association (“Westbound”).
SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • April 6th, 2017 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
THIS AGREEMENT is made this 18th day of August, 1998 by and between GUARANTY BANK (the “Bank”) located in Mount Pleasant, Texas, and ARTHUR B. SCHARLACH, JR. (the “Executive”).
GUARANTY BANCSHARES, INC. NOTICE OF STOCK APPRECIATION RIGHT AWARDStock Appreciation Right Award Agreement • April 6th, 2017 • Guaranty Bancshares Inc /Tx/ • National commercial banks • Texas
Subject to the terms and conditions of this Notice of Stock Appreciation Right Award (this “Notice”), the Stock Appreciation Right Award Agreement attached hereto (the “Award Agreement”), and the Guaranty Bancshares, Inc. 2015 Equity Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Stock Appreciation Rights (the “SARs”) in Guaranty Bancshares, Inc. (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan.
AGREEMENT AND PLAN OF REORGANIZATION by and among GUARANTY BANCSHARES, INC., TLB INTERIM BANK and TEXAS LEADERSHIP BANK Dated as of December 23, 2014Agreement and Plan of Reorganization • March 8th, 2017 • Guaranty Bancshares Inc /Tx/ • State commercial banks • Texas
This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) dated as of December 23, 2014 is by and among Guaranty Bancshares, Inc. (“Guaranty”), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”), TLB Interim Bank (“Interim Bank”), an interim Texas state bank and wholly-owned subsidiary of Guaranty, and Texas Leadership Bank (“TLB”), a Texas state bank.
