Allegiance Bancshares, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 28th, 2015 • Allegiance Bancshares, Inc. • State commercial banks • Texas

This Indemnification Agreement (“Agreement”) is made as of by and between Allegiance Bancshares, Inc., a Texas corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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Allegiance Bancshares, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • September 24th, 2019 • Allegiance Bancshares, Inc. • State commercial banks • New York

Allegiance Bancshares, Inc., a Texas corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $60,000,000 aggregate principal amount of the Company’s 4.70% Fixed-to-Floating Rate Subordinated Notes due October 1, 2029 (the “Securities”). The Securities will be issued pursuant to an indenture, dated September 20, 2019 (the “Base Indenture”), between the Company and U.S. Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Securitie

Shares ALLEGIANCE BANCSHARES, INC. COMMON STOCK ($1.00 par value per share) UNDERWRITING AGREEMENT
Underwriting Agreement • September 28th, 2015 • Allegiance Bancshares, Inc. • State commercial banks • New York

Allegiance Bancshares, Inc., a Texas corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), subject to the terms and conditions stated herein, an aggregate of shares of the common stock, $1.00 par value per share of the Company (the “Firm Shares”).

TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • August 24th, 2015 • Allegiance Bancshares, Inc. • State commercial banks

This Agreement made and entered into this 1st day of April, 2013, by and between Allegiance Bancshares, Inc., a Texas corporation and registered one-bank holding company (hereinafter referred to as “Parent”), and Allegiance Bank Texas, a Texas commercial banking corporation (hereinafter referred to as “Bank Subsidiary”).

ALLEGIANCE BANCSHARES, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 1st, 2019 • Allegiance Bancshares, Inc. • State commercial banks • Texas

This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of [●] (the “Grant Date”) by and between Allegiance Bancshares, Inc., a Texas corporation (the “Company”), and [●] (the “Grantee”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 18th, 2022 • Allegiance Bancshares, Inc. • State commercial banks • Texas

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, and effective as of, this 17th day of March 2022, by and between Allegiance Bank, a Texas banking association (“Bank”), and _____________, an individual who resides in the State of Texas (“Executive”). Allegiance Bancshares, Inc., a Texas corporation (the “Company”) is joining in this Agreement for the limited purpose of reflecting its agreement to the matters set forth herein as to it, but such joinder is not intended to make the Company the common law employer of Executive for any purpose.

CREDIT AGREEMENT dated as of December 22, 2014 by and among ALLEGIANCE BANCSHARES, INC. as Borrower, and PROSPERITY BANK as Lender
Credit Agreement • August 24th, 2015 • Allegiance Bancshares, Inc. • State commercial banks • Texas

CREDIT AGREEMENT, dated as of December 22, 2014, by and among ALLEGIANCE BANCSHARES, INC., a Texas corporation (the “Borrower”), and Prosperity Bank (the “Lender”).

ALLEGIANCE BANCSHARES, INC. RESTRICTED STOCK AGREEMENT (Non-Employee Director)
Restricted Stock Agreement • May 5th, 2017 • Allegiance Bancshares, Inc. • State commercial banks • Texas

This Restricted Stock Agreement ("Agreement") effective as of the ____ day of _____________, ________, is between Allegiance Bancshares, Inc. (the "Company"), and _____________________, (the "Holder").

AGREEMENT AND PLAN OF MERGER by and between CBTX, INC. and ALLEGIANCE BANCSHARES, INC. Dated as of November 5, 2021
Agreement and Plan of Merger • November 12th, 2021 • Allegiance Bancshares, Inc. • State commercial banks • Texas

AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2021 (this “Agreement”), by and between CBTX, Inc., a Texas corporation (“CBTX”), and Allegiance Bancshares, Inc., a Texas corporation (“Allegiance”).

CONSULTING AGREEMENT
Consulting Agreement • August 24th, 2015 • Allegiance Bancshares, Inc. • State commercial banks • Texas

This AGREEMENT is made the 5th day of August, 2013 between ALLEGIANCE BANK, a Texas banking association having a principal place of business at 8727 W. Sam Houston Parkway N., Houston, TX 77040, hereinafter referred to as “Allegiance,” and Lawrence G. Fraser, an individual who resides in the State of Texas, hereinafter referred to as “Consultant” (the “Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 22nd, 2018 • Allegiance Bancshares, Inc. • State commercial banks • Texas

This EMPLOYMENT AGREEMENT (the “Agreement”) is made the 30th day of April, 2018, by and among ALLEGIANCE BANK, a Texas banking association having a principal place of business at 8727 W. Sam Houston Parkway N., Houston, TX 77040 (“Employer”), POST OAK BANK, N.A., a national banking association having a principal place of business at 2000 West Loop South, Suite 100, Houston, TX 77027 (the “Bank”) and Roland L. Williams, an individual who resides in the State of Texas (“Employee”).

AMENDMENT TO THE POST OAK BANCSHARES, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 1st, 2018 • Allegiance Bancshares, Inc. • State commercial banks

This Amendment (this “Amendment”) to the Post Oak Bancshares, Inc. 2004 Nonqualified Stock Option Agreement (the “Agreement”), dated [●], by and between Post Oak Bancshares, Inc. (the “Company”) and [●] (“Optionee”), is made effective as of the1st day of October 2018.

ALLEGIANCE BANCSHARES, INC., Issuer and Trustee SUBORDINATED DEBT INDENTURE Dated as of September 20, 2019 Subordinated Debt Securities
Subordinated Debt Indenture • October 1st, 2019 • Allegiance Bancshares, Inc. • State commercial banks • New York
POST OAK BANCSHARES, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 1st, 2018 • Allegiance Bancshares, Inc. • State commercial banks

This Incentive Stock Option Agreement ("Option Agreement") is between Post Oak Bancshares, Inc., a Texas corporation, (the "Company"), and _____________________("Optionee"), who agree as follows:

AGREEMENT AND PLAN OF REORGANIZATION by and between ALLEGIANCE BANCSHARES, INC. and
Agreement and Plan of Reorganization • May 1st, 2018 • Allegiance Bancshares, Inc. • State commercial banks • Texas

This Agreement and Plan of Reorganization (“Agreement”) dated as of April 30, 2018, is by and between Allegiance Bancshares, Inc. (“Allegiance”), a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and Post Oak Bancshares, Inc. (the “Company”), a Texas corporation and bank holding company registered under the BHC Act.

AMENDMENT NO. 1 Dated as of December 28, 2018 to CREDIT AGREEMENT Dated as of December 22, 2014
Credit Agreement • December 31st, 2018 • Allegiance Bancshares, Inc. • State commercial banks • Texas

THIS AMENDMENT NO. 1 (this "Amendment") is made as of December 28, 2018 among Allegiance Bancshares, Inc., a Texas corporation (the "Borrower"), and Prosperity Bank, a Texas banking association (the "Lender"), under that certain Credit Agreement dated as of December 22, 2014 by and among the Borrower and the Lender (as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

AMENDMENT TO THE POST OAK BANCSHARES, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 1st, 2018 • Allegiance Bancshares, Inc. • State commercial banks

This Amendment (this “Amendment”) to the Post Oak Bancshares, Inc. 2004 Incentive Stock Option Agreement (the “Agreement”), dated [●], by and between Post Oak Bancshares, Inc. (the “Company”) and [●] (“Optionee”), is made effective as of the 1st day of October 2018.

FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 25th, 2022 • Allegiance Bancshares, Inc. • State commercial banks • Texas

This First Amendment to the Agreement and Plan of Merger (this “Amendment”) is made and entered into as of August 25, 2022, by and between CBTX, Inc., a Texas corporation (“CBTX”), and Allegiance Bancshares, Inc., a Texas corporation (“Allegiance”).

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 1st, 2018 • Allegiance Bancshares, Inc. • State commercial banks

This Nonqualified Stock Option Agreement (“Option Agreement”) is between Post Oak Bancshares, Inc., (the “Company”), and __________________ (the “Optionee”), who agree as follows:

Allegiance Bancshares, Inc. Performance Share Unit Agreement
Performance Share Unit Agreement • May 1st, 2019 • Allegiance Bancshares, Inc. • State commercial banks • Texas

This Performance Share Unit Agreement (this “Agreement”) is made and entered into as of [●] (the “Grant Date”) by and between Allegiance Bancshares, Inc., a Texas corporation (the “Company”), and [●] (the “Grantee”).

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