GREEN BANCORP, INC. FORM OF INDENTURE Dated as of DEBT SECURITIES TrusteeGreen Bancorp, Inc. • January 12th, 2018 • National commercial banks • New York
WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture; and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of December 8, 2016 and is made by and among Green Bancorp, Inc., a Texas corporation (the “Company”), and the purchasers named in Schedule 1 to the Purchase Agreements (as defined below) (collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER among GREEN BANCORP, INC., SEARCHLIGHT MERGER SUB CORP. and SP BANCORP, INC. Dated as of May 5, 2014Agreement and Plan of Merger • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 5, 2014, among GREEN BANCORP, INC., a Texas corporation (“Parent”), SEARCHLIGHT MERGER SUB CORP., a Maryland corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and SP BANCORP, INC., a Maryland corporation (the “Company”).
Green Bancorp, Inc. As Issuer, and Wilmington Trust, National Association As Trustee INDENTURE Dated as of December 8, 2016 8.50% Fixed to Floating Subordinated Notes due 2026Indenture • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • New York
This INDENTURE dated as of December 8, 2016 is between Green Bancorp, Inc., a Texas corporation (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
· ] Shares Green Bancorp, Inc. Common Stock par value $0.01 per share Underwriting AgreementUnderwriting Agreement • July 29th, 2014 • Green Bancorp, Inc. • National commercial banks • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
This Employment Agreement (this “Agreement”), including Exhibit A attached hereto, is entered into among Green Bancorp, Inc., a Texas corporation, having its principal office at 4000 Greenbriar, Houston, TX 77098 (the “Company”), Green Bank, N.A., a national banking association, having its principal office at 4000 Greenbriar, Houston, TX 77098 (“Employer” or the “Bank”) and Geoffrey D. Greenwade (“Employee”). This Agreement is entered into on April 9, 2010, but shall become effective on the date specified in Section 1.1 hereof.
VOTING AGREEMENTVoting Agreement • July 24th, 2018 • Green Bancorp, Inc. • National commercial banks • Texas
This VOTING AGREEMENT, dated as of July 23, 2018 (this “Agreement”), by and between GREEN BANCORP, INC. (“Green”), a Texas corporation, and the undersigned shareholder and director (the “Shareholder”) of VERITEX HOLDINGS, INC. (“Veritex”), a Texas corporation.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
This INDEMNIFICATION AGREEMENT, dated as of June 30, 2010, is by and between Green Bancorp, Inc., a Texas corporation (“Indemnitor”), and [ ] (the “Indemnitee”).
PURCHASE AND ASSUMPTION AGREEMENT between ONEWEST BANK, FSB (“Seller”) and GREEN BANK, N.A. (“Purchaser”)Purchase and Assumption Agreement • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
THIS PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of July 21, 2010 between OneWest Bank, FSB (“Seller”), a federal savings bank, and Green Bank, N.A. (“Purchaser”), a national banking association.
AGREEMENT AND PLAN OF MERGER among GREEN BANCORP, INC., OPPORTUNITY MERGER SUB CORP. and OPPORTUNITY BANCSHARES, INC. Dated as of March 14, 2012Agreement and Plan of Merger • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 13, 2012, among GREEN BANCORP, INC., a Texas corporation (“Parent”), OPPORTUNITY MERGER SUB CORP., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and OPPORTUNITY BANCSHARES, INC., a Delaware corporation (the “Company”).
BRANCH PURCHASE AND ASSUMPTION AGREEMENT by and between Main Street Bank and Green Bank, National Association June 17, 2011Branch Purchase and Assumption Agreement • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
This BRANCH PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is made and executed as of June 17, 2011 by and between Main Street Bank (“Seller”), a Texas banking association located in Kingwood, Texas, and Green Bank, National Association (“Purchaser”), a national banking association located in Houston, Texas.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VERITEX HOLDINGS, INC., MUSTMS, INC. AND GREEN BANCORP, INC. Dated as of July 23, 2018Agreement and Plan of Reorganization • July 24th, 2018 • Green Bancorp, Inc. • National commercial banks • Texas
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of July 23, 2018, by and among Veritex Holdings, Inc. (“Veritex”), a Texas corporation, MustMS, Inc. (“Merger Sub”), a Texas corporation and a wholly owned subsidiary of Veritex, and Green Bancorp, Inc. (“Green”), a Texas corporation.
REGISTRATION RIGHTS AGREEMENT by and among GREEN BANCORP, INC. and THE SHAREHOLDERS NAMED HEREINRegistration Rights Agreement • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • New York
REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2010, by and among Green Bancorp, Inc., a Texas corporation (the “Company”), and the investors listed on the signature pages of this Agreement (each a “Shareholder” and collectively, the “Shareholders”).
AGREEMENT AND PLAN OF REORGANIZATION by and among GREEN BANCORP, INC. and REDSTONE BANK, NATIONAL ASSOCIATION Dated as of June 28, 2006Agreement and Plan of Reorganization • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
This Agreement and Plan of Reorganization (“Agreement”), dated as of June 28, 2006, is by and among Green Bancorp, Inc., a Texas corporation (“Parent”), and Redstone Bank, National Association, a national banking association (the “Bank”).
AGREEMENT AND PLAN OF MERGER among GREEN BANCORP, INC., PANTHER MERGER SUB CORP. and PATRIOT BANCSHARES, INC.Agreement and Plan of Merger • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
AGREEMENT AND PLAN OF MERGER, dated as of May 27, 2015 (this “Agreement”), among Green Bancorp, Inc., a Texas corporation (“Green”), Panther Merger Sub Corp., a Texas corporation and a wholly-owned Subsidiary of Green (“Merger Sub”), and Patriot Bancshares, Inc., a Texas corporation (“Patriot”).
FORM OF DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
DIRECTOR NOMINATION AGREEMENT, dated as of [ ], 2014 (this “Agreement”), by and among Green Bancorp, Inc., a Texas corporation (the “Company”) and the entities listed under the headings “FFL Group”, “Harvest Group” and “Pine Brook Group” on Schedule A hereto (each, respectively, an “Investor Group”, which respective terms shall include Affiliates of the foregoing who receive any shares of Common Stock (as defined below) from any entity comprising a part of such respective Investor Group).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 17th, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), including the attached Exhibit “A”, is entered into between Green Bancorp, Inc., a Texas corporation, having its principal office at 4000 Greenbriar St., Houston, Texas 77098 (“Employer” or the “Company”), and Terry S. Earley, an individual currently residing at 4444 Westheimer Road, Apt A546, Houston, TX 77027 (“Employee”), to be effective as of April 11, 2017 (the “Effective Date”).
Green Bancorp, Inc. Common Stock par value $0.01 per share Underwriting AgreementAgreement • May 29th, 2018 • Green Bancorp, Inc. • National commercial banks • New York
The stockholders of Green Bancorp, Inc., a Texas corporation (the “Company”), named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 2,000,000 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 300,000 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 3 hereof being collectively called the “Shares”).
SUPPORT AGREEMENTSupport Agreement • May 28th, 2015 • Green Bancorp, Inc. • National commercial banks • Texas
SUPPORT AGREEMENT, dated as of May 27, 2015 (this “Agreement”), by and between Green Bancorp, Inc. (“Green”), a Texas corporation, and the undersigned shareholder (the “Shareholder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 14th, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
This Employment Agreement (this “Agreement”), including Exhibit A attached hereto, is entered into among Green Bancorp, Inc., a Texas corporation, having its principal office at 4000 Greenbriar, Houston, TX 77098 (the “Company”), Green Bank, N.A., a national banking association, having its principal office at 4000 Greenbriar, Houston, TX 77098 (“Employer” or the “Bank”) and Donald S. Perschbacher (“Employee”). This Agreement is entered into on February 24, 2012, but shall become effective on March 26, 2012 (the “Effective Date”).
Green Bancorp, Inc. Common Stock par value $0.01 per share Underwriting AgreementUnderwriting Agreement • February 5th, 2018 • Green Bancorp, Inc. • National commercial banks • New York
The stockholders of Green Bancorp, Inc., a Texas corporation (the “Company”), named in Schedule II hereto (the "Selling Stockholders") propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 3,000,000 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 450,000 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 3 hereof being collectively called the “Shares”).
SUPPORT AGREEMENTSupport Agreement • May 28th, 2015 • Green Bancorp, Inc. • National commercial banks • Texas
This SUPPORT AGREEMENT, dated as of May 27, 2015 (this “Support Agreement”), is entered into by and between Patriot Bancshares, Inc., a Texas corporation (“Patriot”), and the undersigned shareholder of the Company (together with its affiliated private investment funds holding shares of Company Common Stock, the “Shareholder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2017 • Green Bancorp, Inc. • National commercial banks • Texas
This Employment Agreement (this “Agreement”), including Exhibit A attached hereto, is entered into among Green Bancorp, Inc., a Texas corporation, having its principal office at 4000 Greenbriar, Houston, TX 77098 (the “Company”), Green Bank, N.A., a national banking association, having its principal office at 4000 Greenbriar, Houston, TX 77098 (“Employer” or the “Bank”) and Donald S. Perschbacher (“Employee”). This Agreement is entered into on February 24, 2012, but shall become effective on March 26, 2012 (the “Effective Date”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • June 24th, 2014 • Green Bancorp, Inc. • National commercial banks • Texas
This Voting Agreement and Irrevocable Proxy (the “Voting Agreement”), dated as of December 31, 2006 but effective (the “Effective Date”) upon consummation of the Merger (as defined below), is executed by and among Green Bancorp, Inc., a Texas corporation (the “Company”). David C. Shindeldecker (the “Shareholder Representative”) and the other persons who are signatories (or deemed signatories) hereto (referred to herein individually as a “Shareholder” and collectively as the “Shareholders”).
