SWS Group Inc Sample Contracts

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57,500,000 __% Exchangeable Subordinated Notes Due 2003
Southwest Securities Group Inc • June 8th, 1999 • Security brokers, dealers & flotation companies • New York
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Southwest Securities Group Inc • June 8th, 1999 • Security brokers, dealers & flotation companies • New York
SWS GROUP, INC. (a Delaware corporation) 4,347,827 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • December 4th, 2009 • SWS Group Inc • Security brokers, dealers & flotation companies • New York

SWS Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) 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 Merrill Lynch is acting as representative(s) (in such capacity, the “Representative(s)”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.10 per share, of the Company (“Common Stock”) set forth in said Schedule A, and with respect to 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 652,174 additional shares of Common Stock to cover overallotments, if any. The aforesaid 4,347,827 shar

SWS GROUP, INC. 2003 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES
Restricted Stock Agreement • March 3rd, 2005 • SWS Group Inc • Security brokers, dealers & flotation companies • Texas

SWS Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual whose name appears above (“Grantee”), pursuant to the provisions of the SWS Group, Inc. 2003 Restricted Stock Plan, as amended from time to time in accordance with its terms (the “Plan”), a restricted stock award (this “Award”) of shares (the “Awarded Shares”) of its common stock, par value $0.10 per share (the “Common Stock”), effective as of the date of grant as set forth above (the “Grant Date”), upon and subject to the terms and conditions set forth in this Restricted Stock Agreement (this “Agreement”) and in the Plan, which are incorporated herein by reference. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan.

INVESTORS RIGHTS AGREEMENT between SWS GROUP, INC., HILLTOP HOLDINGS INC. OAK HILL CAPITAL PARTNERS III, L.P., and OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P. Dated as of July 29, 2011
Investors Rights Agreement • August 1st, 2011 • SWS Group Inc • Security brokers, dealers & flotation companies • Delaware

INVESTOR RIGHTS AGREEMENT, dated as of July 29, 2011 (this “Agreement“), between SWS Group, Inc., a Delaware corporation (the “Company“), Hilltop Holdings Inc., a Maryland corporation (“Hilltop”), Oak Hill Capital Partners III, L.P., a Cayman Islands exempted limited partnership and Oak Hill Capital Management Partners III, L.P., a Cayman Islands exempted limited partnership (together, “Oak Hill”) (each of Hilltop and Oak Hill, an “Investor“ and together the “Investors“).

AGREEMENT AND PLAN OF MERGER by and among SWS GROUP, INC. HILLTOP HOLDINGS INC. and PERUNA LLC Dated as of March 31, 2014
Agreement and Plan of Merger • April 3rd, 2014 • SWS Group Inc • Security brokers, dealers & flotation companies • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of March 31, 2014 (this “Agreement”), by and among HILLTOP HOLDINGS INC., a Maryland corporation (“Purchaser”), PERUNA LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Purchaser (“Merger Sub”) and SWS GROUP, INC., a Delaware corporation (“Company”).

SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES
Restricted Stock Agreement • November 21st, 2012 • SWS Group Inc • Security brokers, dealers & flotation companies • Texas

SWS Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual whose name appears above (“Grantee”), pursuant to the provisions of the SWS Group, Inc. 2012 Restricted Stock Plan, as amended from time to time in accordance with its terms (the “Plan”), a restricted stock award (this “Award”) of shares (the “Awarded Shares”) of its common stock, par value $0.10 per share (the “Common Stock”), effective as of the date of grant as set forth above (the “Grant Date”), upon and subject to the terms and conditions set forth in this Restricted Stock Agreement (this “Agreement”) and in the Plan, which are incorporated herein by reference. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan.

AGREEMENT
Agreement • September 16th, 2005 • SWS Group Inc • Security brokers, dealers & flotation companies • Iowa

This Agreement is entered into and is effective as of the 12th day of September, 2005 (the “Effective Date”), by and between the Attorney General of the State of Iowa (the “Attorney General”) and FSB Financial, Ltd., a Texas Limited Partnership (hereinafter “FSB”).

Plan Agreement 2005 Deferred Compensation Plan
Plan Agreement • November 12th, 2004 • SWS Group Inc • Security brokers, dealers & flotation companies • Texas

THIS PLAN AGREEMENT (this “Agreement”) is entered into as of , 200 between SWS Group, Inc. (the “Company”), the Participant’s Employer, and (the “Participant”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 12th, 2007 • SWS Group Inc • Security brokers, dealers & flotation companies

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Timothy J. Hamick (the “Executive”), an individual, and SOUTHWEST SECURITIES, INC., a Delaware corporation (the “Company”) as of the 17th day of July, 2007 (the “Effective Date”).

AGREEMENT BETWEEN SWS GROUP, INC. AND DAVID GLATSTEIN
Agreement Between • September 26th, 2002 • Southwest Securities Group Inc • Security brokers, dealers & flotation companies • Texas

This Agreement between SWS Group, Inc. (hereinafter defined), and David Glatstein (“Executive”) is entered into on the Effective Date (hereinafter defined).

CREDIT AGREEMENT among SWS GROUP, INC., as Borrower, The Subsidiaries of SWS Group, Inc. from Time to Time Parties Hereto, as Guarantors, The Several Lenders from Time to Time Parties Hereto, and Hilltop Holdings Inc., as Administrative Agent Dated as...
Credit Agreement • August 1st, 2011 • SWS Group Inc • Security brokers, dealers & flotation companies • New York

CREDIT AGREEMENT (this “Agreement”), dated as of July 29, 2011 among SWS GROUP, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time parties to the Agreement, as Guarantors, the several banks and other institutions or entities from time to time parties to this Agreement (the “Lenders”), and Hilltop Holdings Inc., as Administrative Agent.

SWS GROUP, INC. 2003 RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT FOR EMPLOYEES
Restricted Stock Agreement • February 8th, 2012 • SWS Group Inc • Security brokers, dealers & flotation companies • Texas
SOUTHWEST SECURITIES GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT FOR NON- EMPLOYEE DIRECTORS
Nonqualified Stock Option Agreement • May 6th, 2004 • SWS Group Inc • Security brokers, dealers & flotation companies • Texas
ASSET PURCHASE AGREEMENT DATED FEBRUARY 16, 2006 BY AND AMONG REGIONAL ACCEPTANCE CORPORATION, FSB FINANCIAL, LTD., SOUTHWEST SECURITIES, FSB, FSBF, LLC AND STEVEN BURKE
Asset Purchase Agreement • May 10th, 2006 • SWS Group Inc • Security brokers, dealers & flotation companies • North Carolina

This ASSET PURCHASE AGREEMENT, dated as of February 16, 2006, is by and among Regional Acceptance Corporation, a North Carolina corporation (“Buyer”), FSB Financial, Ltd., a Texas limited partnership (“Seller”), Southwest Securities, FSB, a federally chartered savings bank with a limited partnership interest in Seller (“SSB”), FSBF, LLC, a Texas limited liability company with a general partnership interest in Seller (“FSBF”), and Steven Burke, an individual with a limited partnership interest in Seller (each of SSB, FSBF and Steven Burke are collectively referred to herein as the “Partners”).

CREDIT AGREEMENT among SWS GROUP, INC., as Borrower, The Subsidiaries of SWS Group, Inc. from Time to Time Parties Hereto, as Guarantors, The Several Lenders from Time to Time Parties Hereto, and as Administrative Agent Dated as of , 2011
Credit Agreement • March 21st, 2011 • SWS Group Inc • Security brokers, dealers & flotation companies • New York

CREDIT AGREEMENT (this “Agreement”), dated as of [ ] [ ], 2011 among SWS GROUP, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time parties to the Agreement, as Guarantors, the several banks and other institutions or entities from time to time parties to this Agreement (the “Lenders”), and [ ], as Administrative Agent.

TRANSITION AGREEMENT AND RELEASE
Transition Agreement • November 14th, 2014 • SWS Group Inc • Security brokers, dealers & flotation companies • Texas

This Transition Agreement and Release (“Agreement”) is entered into by Richard H. Litton (“Executive”) and SWS Group, Inc., (the “Company”) on November 14, 2014. The Company and Executive are referred to as the “Parties.”

LOAN AND SECURITY AGREEMENT by and between WELLS FARGO FINANCIAL PREFERRED CAPITAL, INC., AND FSB FINANCIAL, LTD. Dated June 8, 2005
Loan and Security Agreement • June 14th, 2005 • SWS Group Inc • Security brokers, dealers & flotation companies • Iowa
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JOINT FILING AGREEMENT
Exhibit 1 • February 14th, 2011 • SWS Group Inc • Security brokers, dealers & flotation companies

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

SWS GROUP, INC. 2012 RESTRICTED STOCK PLAN
Award Agreement • September 5th, 2014 • SWS Group Inc • Security brokers, dealers & flotation companies • Texas

SWS Group, Inc., a Delaware corporation (the "Company"), hereby grants to the individual whose name appears above ("Grantee"), pursuant to the provisions of the SWS Group, Inc. 2012 Restricted Stock Plan, as amended from time to time in accordance with its terms (the "Plan"), a restricted stock award (this "Award") of shares (the "Awarded Shares") of its common stock, par value $0.10 per share (the "Common Stock"), effective as of the date of grant as set forth above (the "Grant Date"), upon and subject to the terms and conditions set forth in this Restricted Stock Agreement (this "Agreement") and in the Plan, which are incorporated herein by reference. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan.

AGREEMENT
Agreement • September 16th, 2005 • SWS Group Inc • Security brokers, dealers & flotation companies

This Agreement is entered into and is effective as of the 14th day of September, 2005 (the “Effective Date”), by and between the Attorney General of the State of South Dakota (the “Attorney General”) and FSB Financial, Ltd., a Texas Limited Partnership (hereinafter “FSB”).

SWS Group, Inc.
SWS Group Inc • April 3rd, 2014 • Security brokers, dealers & flotation companies

Reference is made to that certain Credit Agreement dated as of July 29, 2011, by and among SWS Group, Inc. (the “Borrower”), Hilltop Holdings Inc. (“Hilltop”), Oak Hill Capital Partners III, L.P. (“OHCP”), Oak Hill Capital Management Partners III, L.P. (“OHCMP” and, together with OHCP, “Oak Hill”) and the Subsidiaries of the Borrower from time to time parties thereto as Guarantors (the “Credit Agreement”) and those certain Warrants issued by the Borrower to, respectively, OHCP and OHCMP on July 29, 2011 (together, the “Oak Hill Warrants”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Credit Agreement.

FUNDING AGREEMENT dated as of March 20, 2011 between SWS GROUP, INC., HILLTOP HOLDINGS INC., OAK HILL CAPITAL PARTNERS III, L.P., and OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P.
Funding Agreement • March 21st, 2011 • SWS Group Inc • Security brokers, dealers & flotation companies • Delaware

FUNDING AGREEMENT, dated as of March 20, 2011 (this “Agreement”), between SWS Group, Inc., a Delaware corporation (the “Company”), Hilltop Holdings Inc., a Maryland corporation (“Hilltop”), Oak Hill Capital Partners III, L.P., a Cayman Islands exempted limited partnership and Oak Hill Capital Management Partners III, L.P., a Cayman Islands exempted limited partnership (together, “Oak Hill”) (each of Hilltop and Oak Hill, an “Investor” and together the “Investors”).

SOUTHWEST SECURITIES GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT FOR KEY EMPLOYEES
Nonqualified Stock Option Agreement • May 6th, 2004 • SWS Group Inc • Security brokers, dealers & flotation companies • Texas

Grant of Option. Pursuant to the Southwest Securities Group, Inc. Stock Option Plan (the “Plan”) for key employees of Southwest Securities Group, Inc. (the “Company”) and its subsidiaries, the Company grants to

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