Treaty Oak Bancorp Inc Sample Contracts

OFFICE LEASE (Amended and Restated as of August 2, 2004)
Office Lease • December 30th, 2004 • Treaty Oak Bancorp Inc • State commercial banks • Texas

THIS AMENDED AND RESTATED OFFICE LEASE (“Lease”), dated as of August 2, 2004, is made and entered into by and between PGI EQUITY PARTNERS, L.P.., a Texas limited partnership, (“Landlord”) and TREATY OAK BANK, a Texas banking association, with offices located at 101 Westlake Drive, Austin, Texas, 78746 (“Tenant”) upon the following terms and conditions:

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WARRANT AGREEMENT
Warrant Agreement • January 29th, 2004 • Treaty Oak Bancorp Inc • Texas

This Warrant Agreement ("Agreement") is executed as of this day of , 2004 by Treaty Oak Bancorp, Inc., a Texas corporation ("Company"), in favor of the persons listed on Exhibit A (each, an "Initial Holder"), in accordance with the terms and subject to the conditions set forth in this Agreement.

OFFICE LEASE between PGI EQUITY PARTNERS, L.P. (Landlord) and TREATY OAK BANK (Tenant)
Acceptance Letter     Office Lease • April 5th, 2004 • Treaty Oak Bancorp Inc • State commercial banks • Texas

THIS OFFICE LEASE ("Lease"), dated as of , 2004, is made and entered into by and between PGI EQUITY PARTNERS, L.P.., a Texas limited partnership, ("Landlord") and TREATY OAK BANK, a Texas corporation, with offices located at 3811 Bee Caves Road, Suite 209, Austin, Texas, 78746 ("Tenant") upon the following terms and conditions:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 29th, 2006 • Treaty Oak Bancorp Inc • State commercial banks • Texas

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of November 15, 2006 (the “Effective Date”), by and among Treaty Oak Bancorp, Inc., a Texas corporation (the “Company”), and the Company’s warrantholders set forth on the signature page hereto (each, a “Common Holder” and, collectively, the “Common Holders”).

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • April 5th, 2004 • Treaty Oak Bancorp Inc • State commercial banks • Texas

THIS EXPENSE REIMBURSEMENT AGREEMENT ("Agreement") is entered into as of December 8, 2003, by and between, Treaty Oak Bancorp, Inc., a Texas corporation ("Bancorp"), and Treaty Oak Holdings, Inc., a Texas corporation ("Holdings").

ESCROW AGREEMENT
Escrow Agreement • April 5th, 2004 • Treaty Oak Bancorp Inc • State commercial banks • Texas

THIS ESCROW AGREEMENT (the "Agreement") is made as of by and between Treaty Oak Bancorp, Inc., a Texas corporation ("Treaty Oak") and TIB-The Independent BankersBank, Irving, Texas as Escrow Agent (the "Escrow Agent") and provides as follows:

Employment Agreement
Employment Agreement • November 1st, 2006 • Treaty Oak Bancorp Inc • State commercial banks • Texas

This Employment Agreement (the “Agreement”) dated and effective as of September 27, 2006 (the “Effective Date”) is by and between Treaty Oak Bancorp, Inc., a Texas corporation (the “Company”), and Jeffrey L. Nash (“Banker”). In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

PROMOTIONAL SHARES LOCK-IN AGREEMENT Class B Issuer
Treaty Oak Bancorp Inc • March 12th, 2004 • State commercial banks
STOCK PURCHASE AGREEMENT BY AND AMONG TEXLINE STATE BANK, TEXLINE, TEXAS (the "BANK"); CHARLES T. MEEKS; CERTAIN OTHER SHAREHOLDERS OF THE BANK (the "SELLER or SELLERS") AND TREATY OAK BANCORP, INC. (as assignee, the "BUYER") June 20, 2003
Stock Purchase Agreement • January 29th, 2004 • Treaty Oak Bancorp Inc • Texas

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 20th day of June 2003 (the "Effective Date" and subsequently amended on November 26, 2003), by and among Texline State Bank, a Texas state-chartered bank (the "Bank"); Charles T. Meeks ("Meeks"); certain shareholders of the Bank listed on Schedule 1.2 attached hereto (hereinafter referred to individually as "Shareholder" and collectively with Meeks, the "Sellers"); and Treaty Oak Bancorp, Inc., a Texas corporation ("Buyer" as assignee of Treaty Oak Holdings, Inc., a Texas corporation).

PROMOTIONAL SHARES LOCK-IN AGREEMENT Class B Issuer
Treaty Oak Bancorp Inc • April 5th, 2004 • State commercial banks
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2004 • Treaty Oak Bancorp Inc • Texas

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of January 19, 2004, by and among Treaty Oak Holdings, Inc., a Texas corporation ("Shareholder"), and Treaty Oak Bancorp, Inc., a Texas corporation (the "Company").

Contract
Treaty Oak Bancorp Inc • December 29th, 2006 • State commercial banks • Texas

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN TREATY OAK BANCORP, INC. AND TREATY OAK HOLDINGS, INC. DATED AS OF OCTOBER 3, 2006
Agreement and Plan of Merger • October 10th, 2006 • Treaty Oak Bancorp Inc • State commercial banks • Texas

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 3, 2006 (this “Agreement”), is by and between Treaty Oak Bancorp, Inc., a Texas corporation (“Bancorp”), and Treaty Oak Holdings, Inc., a Texas corporation (the “Company” and, together with Bancorp, the “Parties”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 29th, 2004 • Treaty Oak Bancorp Inc • Texas

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this day of , 2004 by and between Treaty Oak Bancorp, Inc., a Texas corporation (the "Corporation"), and ("Indemnitee").

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