3,947,369 Shares VERITEX HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2022 • Veritex Holdings, Inc. • State commercial banks • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2014 • Veritex Holdings, Inc. • State commercial banks • Texas
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Veritex Holdings, 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.
Veritex Holdings, Inc. (a Texas corporation) 3,865,000 Shares of Common Stock (Par Value $0.01 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2016 • Veritex Holdings, Inc. • State commercial banks • New York
SMALL BUSINESS LENDING FUND — SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 29th, 2014 • Veritex Holdings, Inc. • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using SBLF funds.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 8th, 2019 • Veritex Holdings, Inc. • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of November 8, 2019, and is made by and among Veritex Holdings, Inc., a Texas corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreements (as defined below) (collectively, the “Purchasers”).
AS ISSUER AND UMB BANK, N.A., AS TRUSTEE SUBORDINATED INDENTURE DATED AS OF OCTOBER 5, 2020 SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLEIndenture • October 5th, 2020 • Veritex Holdings, Inc. • State commercial banks • New York
THIS INDENTURE, dated as of October 5, 2020 between Veritex Holdings, Inc., a corporation duly organized and existing under the laws of the State of Texas (the “Company”), and UMB Bank. N.A. (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
4.75% Fixed-to-Floating Rate Subordinated Notes due 2029Indenture • November 8th, 2019 • Veritex Holdings, Inc. • State commercial banks • New York
This INDENTURE dated as of November 8, 2019 is between Veritex Holdings, Inc., a Texas corporation (the “Company”), and UMB Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
VERITEX HOLDINGS, INC.Underwriting Agreement • October 5th, 2020 • Veritex Holdings, Inc. • State commercial banks • New York
Veritex Holdings, 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”) $125,000,000 aggregate principal amount of the Company’s 4.125% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”), to be dated as of the Closing Time (as defined below), between the Company and UMB Bank, N.A., 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 Securities.
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTForm of Subordinated Note Purchase Agreement • November 8th, 2019 • Veritex Holdings, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 8, 2019, and is made by and between Veritex Holdings, Inc., a Texas corporation (the “Company”), and the purchaser of the Subordinated Notes (as defined herein) named on the signature page hereto (the “Purchaser” and, together with the Other Purchasers of Subordinated Notes in the Other Private Placements (as defined herein), the “Purchasers”).
] Shares Veritex Holdings, Inc. Common Stock par value $0.01 per share Underwriting AgreementUnderwriting Agreement • September 22nd, 2014 • Veritex Holdings, Inc. • State commercial banks • New York
VOTING AGREEMENTVoting Agreement • July 24th, 2018 • Veritex Holdings, Inc. • State commercial banks • Texas
This VOTING AGREEMENT, dated as of July 23, 2018 (this “Agreement”), by and between VERITEX HOLDINGS, INC. (“Veritex”), a Texas corporation, and the undersigned shareholder and director (the “Shareholder”) of GREEN BANCORP, INC. (“Green”), a Texas corporation.
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 • Veritex Holdings, Inc. • State 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 2nd, 2019 • Veritex Holdings, Inc. • State commercial banks • Texas
This Employment Agreement (including all Annexes and Exhibits attached hereto, the "Agreement") is entered into among Veritex Community Bank, a Texas corporation, having its principal office at 8214 Westchester Drive, Suite 400, Dallas, TX 75225 (“Veritex Bank”), Veritex Holdings Inc. (“Veritex Holding Co,” and together with Veritex Bank, the “Bank”), and Geoffrey D. Greenwade ("Executive"). This Agreement is entered into on July 23, 2018, but shall become effective on the date specified in Section 1.1 hereof.
VERITEX HOLDINGS, INC. and UMB BANK, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 5, 2020 to SUBORDINATED INDENTURE Dated as of October 5, 2020 4.125% Fixed-to-Floating Rate Subordinated Notes Due 2030First Supplemental Indenture • October 5th, 2020 • Veritex Holdings, Inc. • State commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of October 5, 2020, between VERITEX HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Texas (the “Company”), and UMB BANK, N.A., a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”), under the Base Indenture (as hereinafter defined).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG VERITEX HOLDINGS, INC. AND CERTAIN HOLDERS SET FORTH HEREINRegistration Rights Agreement • September 22nd, 2014 • Veritex Holdings, Inc. • State commercial banks • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into on the 11th day of September, 2014, by and among Veritex Holdings, Inc., a Texas corporation (the “Company”), and each of the holders listed on Schedule A hereto, each of which is referred to in this Agreement as a “Holder”, to be effective as set forth in Subsection 3.12 hereof.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 1st, 2017 • Veritex Holdings, Inc. • State commercial banks • New York
This Assignment and Assumption Agreement (the “Assumption Agreement”) is made and entered as of the 1st day of August, 2017, by and among Veritex Holdings, Inc., a Texas corporation and registered bank holding company with its principal offices in Dallas, Texas (“Buyer”), Spartan Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of Buyer (“Merger Sub”), and Sovereign Bancshares, Inc., a Texas corporation and registered bank holding company with its principal offices in Dallas, Texas (“Seller”).
OPTION AGREEMENT UNDER THE FOR VERITEX HOLDINGS, INC.Option Agreement • October 15th, 2014 • Veritex Holdings, Inc. • State commercial banks • Texas
This agreement (“Award Agreement”) is made effective on the day of , (the “Grant Date”) between Veritex Holdings, Inc., a Texas corporation (the “Company”), and (“Participant”). Except as otherwise defined herein, capitalized terms shall have the meaning set forth in the 2014 Omnibus Incentive Plan for Veritex Holdings, Inc. (the “Plan”), the terms of which are incorporated herein by reference.
Retention and Nonsolicitation AgreementRetention and Nonsolicitation Agreement • August 29th, 2014 • Veritex Holdings, Inc. • State commercial banks • Texas
This Retention and Nonsolicitation Agreement (“Agreement”) is made and entered into as of March 23, 2011 (the “Effective Date”), by and between Veritex Community Bank (“Bank”), Veritex Holdings, Inc. (“Veritex”) and William C. Murphy (“Employee”).
AGREEMENT AND PLAN OF REORGANIZATION by and among VERITEX HOLDINGS, INC., SPARTAN MERGER SUB, INC. and SOVEREIGN BANCSHARES, INC. ________________________________________ Dated as of December 14, 2016Agreement and Plan of Reorganization • December 14th, 2016 • Veritex Holdings, Inc. • State commercial banks • Texas
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of December 14, 2016 (this “Agreement”), is by and among Veritex Holdings, Inc., a Texas corporation (“Parent”), Spartan Merger Sub, Inc., a Texas corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Sovereign Bancshares, Inc., a Texas corporation (“Target”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG VERITEX HOLDINGS, INC., FREEDOM MERGER SUB, INC. AND LIBERTY BANCSHARES, INC. Dated as of August 1, 2017Agreement and Plan of Reorganization • August 1st, 2017 • Veritex Holdings, Inc. • State commercial banks • Texas
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of the 1st day of August, 2017 (the “Execution Date”), is by and among Veritex Holdings, Inc., a Texas corporation and registered bank holding company (“Buyer”), Freedom Merger Sub, Inc., a Texas corporation and a wholly-owned Subsidiary of Buyer (“Merger Sub”), and Liberty Bancshares, Inc., a Texas corporation and registered bank holding company (“Target”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN VERITEX HOLDINGS, INC. DALLAS, TEXAS AND IBT BANCORP, INC. IRVING, TEXAS Dated as of March 9, 2015Agreement and Plan of Reorganization • March 9th, 2015 • Veritex Holdings, Inc. • State commercial banks • Texas
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of the 9th day of March, 2015, by and between VERITEX HOLDINGS, INC., a Texas corporation and registered bank holding company with its principal offices in Dallas, Texas (“VHI”), and IBT BANCORP, INC., a Texas corporation and registered bank holding company with its principal offices in Irving, Texas (“IBT”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 22nd, 2014 • Veritex Holdings, Inc. • State commercial banks • Texas
This DIRECTOR NOMINATION AGREEMENT, dated as of September 11, 2014 (this “Agreement”), is by and between Veritex Holdings, Inc., a Texas corporation (the “Company”), and SunTx Veritex Holdings, L.P. (the “Investor”), to be effective as set forth in Section 3(n).
RESTRICTED STOCK UNIT AGREEMENT UNDER THE FOR VERITEX HOLDINGS, INC.Restricted Stock Unit Agreement • October 15th, 2014 • Veritex Holdings, Inc. • State commercial banks • Texas
This Restricted Stock Unit Agreement (“Award Agreement”) is made effective on the day of , (the “Date of Grant”), by and between Veritex Holdings, Inc., a Texas corporation (the “Company”), and (“Participant”). Except as otherwise defined herein, capitalized terms shall have the meaning set forth in the 2014 Omnibus Incentive Plan for Veritex Holdings, Inc. (the “Plan”), the terms of which are incorporated herein by reference.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • January 2nd, 2019 • Veritex Holdings, Inc. • State commercial banks • Texas
This Separation Agreement and Release (“Agreement”) is made by and among Veritex Community Bank ("Veritex Bank"), Veritex Holdings Inc. ("Veritex Holding Co.," and together with Veritex Bank, the “Bank”) and Manuel J. Mehos (“Executive”). This Agreement is entered into on July 23, 2018 and will become effective as of the consummation of the transactions contemplated by the Merger Agreement (as defined below).
