Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement consists of 100,000,000 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Xxx Xxxxxxxx consists of 100,000,000 1,000 Xxx Xxxxxxxx Common Shares, of which 100 Xxx Xxxxxxxx Common Shares are the only Xxx Xxxxxxxx Common Shares issued and outstanding and which are owned beneficially and of record by Visant, free and clear of any Encumbrances. There are no other shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareXxx Xxxxxxxx issued or outstanding. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock All issued and outstandingoutstanding Xxx Xxxxxxxx Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights. There is no subscription, option, warrant, call, right, agreement or commitment relating to the issuance, sale, delivery or transfer, or the repurchase, redemption or other acquisition, by Visant or any of its Affiliates or any other Person (including 283,812 shares any right of IBTX Common Stock granted in respect of conversion or exchange under any outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (iisecurity or other instrument) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities of Xxx Xxxxxxxx or any of the Transferred Subsidiaries or any securities or equity interests of IBTX issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Xxx Xxxxxxxx or any of the Transferred Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Xxx Xxxxxxxx nor any of the Transferred Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Xxx Xxxxxxxx or any of the Transferred Subsidiaries on any matter. Visant will deliver at the Closing valid title to the Xxx Xxxxxxxx Common Shares, free and clear of any Encumbrances (other than any restrictions relating to the resale of securities under applicable securities Laws and any Encumbrance that is created by Buyer or any of its Affiliates as of or immediately following the Closing). At the Closing, all issued and outstanding shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing Transferred Subsidiaries will be owned beneficially and of record by Xxx Xxxxxxxx and/or a Transferred Subsidiary free and clear of any Encumbrances (collectively, “IBTX Securities”, other than any restrictions relating to the resale of securities under applicable securities Laws and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment Encumbrance that is determined in whole or in part based on the price of any capital stock of IBTX created by Buyer or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies Affiliates as of or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to immediately following the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsClosing).

Capitalization. (a) The authorized capital stock of IBTX FirstMerit consists of 160,000,000 shares of FirstMerit Common Stock and 7,000,000 shares of preferred stock ("FirstMerit Preferred Stock"). As of March 31, 1998, (i) 61,245,221 shares of FirstMerit Common Stock (excluding 6,897,453 treasury shares) were validly issued and outstanding, fully paid and nonassessable and not issued in violation of any preemptive right of any shareholder of FirstMerit, and (ii) no shares of FirstMerit Preferred Stock were issued and outstanding. Since March 31, 1998 and through the date of this Agreement, FirstMerit has not issued any additional shares of FirstMerit Common Stock or preferred stock other than pursuant to the exercise of employee stock purchase rights or stock options under FirstMerit Option Plans (as hereinafter defined) outstanding on March 31, 1998, except for the 3,896,785 shares of FirstMerit Common Stock issued by FirstMerit to the shareholders of CoBancorp Inc. on May 22, 1998 pursuant to the Agreement of Affiliation and Plan of Merger between FirstMerit and CoBancorp Inc. dated November 2, 1998. Except as contemplated by this Agreement, the FirstMerit Rights Plan (as hereinafter defined), the Agreement of Affiliation and Plan of Merger between FirstMerit and Security First Corp. dated April 5, 1998 regarding the issuance of approximately 7,800,000 shares of FirstMerit Common Stock, the agreement with McDoxxxx & Xompany Securities, Inc. and Keefx Xxxyxxxx & Xoodx, Xxc. regarding the firm underwritten offering of approximately 1,200,000 shares of FirstMerit Common Stock, or in the FirstMerit Disclosure Letter (which is a letter attached hereto as Exhibit 3.3, dated the date of this Agreement, from FirstMerit to Signal), as of the date of this Agreement consists of 100,000,000 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock of FirstMerit authorized, issued or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All the issued outstanding and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, convertible securities or any other similar agreements, arrangements or commitments or agreements of any character relating to which IBTX the issued or its Subsidiaries is a party relating tounissued capital stock or other securities of FirstMerit obligating, or securities which may obligate, FirstMerit to issue, deliver or rights convertible sell, or exchangeable into cause to be issued, delivered or exercisable forsold, additional shares of capital stock of FirstMerit or obligating, or which may obligate, FirstMerit to grant, extend or enter into any subscription, option, warrant, scrip, right, call, convertible security or other voting similar agreement, arrangement or equity securities of or ownership interest commitment. Except as set forth in IBTXthe FirstMerit Disclosure Letter, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There there are no voting trusts, shareholder trusts or other similar agreements, proxies arrangements or other agreements in effect commitments to which IBTX FirstMerit or any of its Subsidiaries FirstMerit Subsidiary (as hereinafter defined) is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.the

Capitalization. (a) The As of January 31, 2020, the authorized capital stock of IBTX as of the date of this Agreement Camber consists of 100,000,000 5,000,000 shares of IBTX Camber Common Stock, Stock and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 0.001 per share. As of December 4January 31, 20192020, there were are (i) 42,951,306 5,000,000 shares of IBTX Camber Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Camber Common Stock held in treasury; (iii) 1,436,131 38 shares of IBTX Camber Common Stock reserved for issuance pursuant upon the exercise of warrants or options to future grants under the IBTX equity plans and purchase shares of Camber Common Stock (“Camber Stock Options”); (iv) no 2,294 shares of preferred stock issued Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) of Camber; and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (v) no other shares of capital stock or other voting securities or equity interests of IBTX Camber issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX Camber Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders stockholders of IBTX Camber may vote. Other than IBTX Restricted Camber Stock Awards Options (collectively, “Camber Equity Awards”) issued prior to the date of this Agreement as described in this Section 4.2(a3.2(a), as of the date of this Agreement or set forth in Section 3.2(a) of the Camber Disclosure Schedule, there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTXCamber, or contracts, commitments, understandings or arrangements by which IBTX Camber may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX Camber, or that otherwise obligate IBTX Camber to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Camber Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Camber Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX Camber or any of its SubsidiariesCamber Subsidiary) are outstandingoutstanding as of the date of this Agreement. There are no voting trusts, shareholder stockholder agreements, proxies or other agreements in effect to which IBTX Camber or any of its Subsidiaries Camber Subsidiary is a party with respect to the voting or transfer (including preemptive rights, anti-dilutive rights, rights of IBTX first refusal or similar rights, puts or calls) of Camber Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX Camber or granting any shareholder stockholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement consists of 100,000,000 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentenceauthorized capital stock of Montage consists solely of 400,000,000 shares of Montage Voting Common Stock, 400,000,000 shares of Montage Non-Voting Common Stock, and for changes since December 450,000,000 shares of Preferred Stock, 2019 resulting from with no par value (“Montage Preferred Stock”). As of the exerciseclose of business on August 31, vesting 2015 (the “Montage Capitalization Date”), 127,707,602 shares of Montage Voting Common Stock were issued and outstanding and no shares of Montage Non-Voting Common Stock were issued and outstanding and no shares of Montage Preferred Stock were issued and outstanding. There are no fractional shares of Montage Voting Common Stock, Montage Non-Voting Common Stock or settlement Montage Preferred Stock outstanding. From the close of any IBTX Equity Awards described in business on the immediately preceding sentenceMontage Capitalization Date through date hereof, there are have been no issuances of shares of capital stock of Montage other than (i) issuances of shares of Montage Voting Common Stock upon the conversion of shares of Montage Non-Voting Common Stock or other voting securities issuances of shares of Montage Non-Voting Common Stock upon the conversion of shares of Montage Voting Common Stock, or equity interests (ii) issuances of IBTX issuedshares of Montage Voting Common Stock pursuant to the exercise of Montage Stock Options or the settlement of Montage Equity Grants outstanding as of the Montage Capitalization Date. As of the Montage Capitalization Date, reserved for issuance no shares of Montage Voting Common Stock or outstandingMontage Non-Voting Common Stock were owned, directly or indirectly, by Montage or any of the Montage Subsidiaries. All of the issued and outstanding shares of IBTX Montage Voting Common Stock and Montage Non-Voting Common Stock have been duly authorized and validly issued and issued, are fully paid, nonassessable nonassessable, and free of preemptive rights, and have been issued in compliance with no personal liability attaching all applicable securities Laws. The shares of New Holdco Voting Common Stock to be issued pursuant to the ownership thereof. There are no bondsFirst Merger and the Second Merger, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards when issued prior to the date Marigold Shareholders pursuant to this Agreement, shall be validly issued, fully paid, non-assessable and free and clear of any Liens and shall not have been issued in violation of any preemptive rights. Except pursuant to this Agreement Agreement, except as described set forth in this Section 4.2(a)4.2(b) of the Montage Disclosure Letter and except for the conversion rights of holders of shares of Montage Common Stock set forth in the Montage Organizational Documents, as of the date of this Agreement there are no Agreement, none of Montage or any of the Montage Subsidiaries has been or is bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the sale or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock or any other voting or equity securities of Montage or ownership interest in IBTX, any rights to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its capital stock or any other equity or voting securities of Montage, or ownership interests any securities exercisable, convertible or exchangeable for, or the value of which is determined in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquirereference to, any such securities. Except as set forth in Section 4.2(b) of the foregoing (collectivelyMontage Disclosure Letter, “IBTX Securities”, and any as of the foregoing in respect date of Subsidiaries of IBTXthis Agreement, collectivelythere are no options, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no restricted stock or other equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX issued by Montage or any of its Subsidiaries) are outstandingMontage Subsidiary currently outstanding under the Montage Benefit Plans or otherwise. There are no voting trustsoutstanding bonds, shareholder agreementsdebentures, proxies notes or other Indebtedness of Montage or any Montage Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of capital stock of Montage may vote. Except as set forth in Section 4.2(b) of the Montage Disclosure Letter, there are no outstanding agreements in effect to which IBTX or other obligations of Montage or any of its the Montage Subsidiaries is a party with respect to requiring the voting or transfer registration for sale of IBTX any shares of Montage Voting Common Stock, capital stock Montage Non-Voting Common Stock, Montage Preferred Stock or other voting Equity Interests in Montage or equity securities or ownership interests any of IBTX or granting any shareholder or other person any registration rightsthe Montage Subsidiaries.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Lambda consists of 100,000,000 90,000,000 shares of IBTX Lambda Common Stock, Stock and 10,000,000 shares of preferred stock, par value $0.01 0.001 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareshare (“Lambda Preferred Stock”). As of December 4July 10, 20192021 (the “Measurement Date”), there were (i) 42,951,306 10,107,084 shares of IBTX Lambda Common Stock are issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Lambda Common Stock are held in Lambda’s treasury; , (iii) 1,436,131 no shares of IBTX Lambda Common Stock are held by any of the Lambda Subsidiaries, (iv) 966,184 shares of Lambda Common Stock are issuable pursuant to stock incentive plans of Lambda (“Lambda Stock Plans”), which includes: 564,917 shares issuable in respect of Lambda RSUs (assuming performance-based vesting conditions are deemed achieved in full in the case of Lambda RSUs subject to performance-based vesting conditions (which, for the avoidance of doubt, shall result in a number of Lambda RSUs vesting equal to the number of Lambda RSUs granted to the applicable participant on the applicable grant date and not any greater number)), and 254,683 shares of Lambda Common Stock reserved for issuance pursuant the grant of additional awards under Lambda Stock Plans, (v) Tranche 1 Warrants to future grants under the IBTX equity plans purchase 555,555 shares of Lambda Common Stock and Tranche 2 Warrants to purchase 555,555 shares of Lambda Common Stock are issued and outstanding and (ivvi) no shares of preferred stock Lambda Preferred Stock are issued and outstanding. As All of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no outstanding shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock Lambda have been duly authorized and validly issued issued, and are fully paid, paid and nonassessable and free are not subject to any preemptive right, and all shares of preemptive rights, with no personal liability attaching Lambda Common Stock which may be issued pursuant to the ownership vesting of Lambda RSUs will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive right. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement Except as described in clause (iv) of this Section 4.2(a2.4(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, not any phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock stocks or other voting or equity securities contractual rights the value of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on by the price value of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There Lambda and there are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party outstanding stock appreciation rights with respect to the voting or transfer capital stock of IBTX Lambda. Other than Lambda Common Stock and Lambda Preferred Stock, there are no other authorized classes of capital stock or other voting or equity securities or ownership interests of IBTX or granting Lambda. At the Closing, the Tranche 2 Warrants will remain unvested and expire according to their terms without any shareholder or other person any registration rightsentitlement to the Merger Consideration in accordance with the terms of the Tranche 2 Warrant Agreement.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Parent consists of 100,000,000 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Parent Common Stock and 20,000,000 5,000,000 shares of preferred stock, par value $0.01 per sharePreferred Stock ("Parent Preferred Stock"). As of December 4July 12, 20192000, there were (i) 42,951,306 34,820,937 shares of IBTX Parent Common Stock and 2,500,000 shares of the $3.625 Convertible Exchangeable Preferred Stock (the "Convertible Exchangeable Preferred Stock") series of Parent Preferred Stock issued and outstanding. Since such date, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no additional shares of capital stock or other voting securities or equity interests of IBTX Parent have been issued, except shares issued pursuant to the exercise of options outstanding under Parent's stock option plans (the "Parent Stock Option Plans"). Parent is a party to an Amended and Restated Rights Agreement, dated as of January 1, 1999 (the "Parent Rights Agreement"), with StockTrans, Inc. as Rights Agent. As of July 1, 2000, options to acquire 3,768,298 shares of Parent Common Stock were outstanding pursuant to the terms of the Parent Stock Option Plans and 1,000,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance in connection with the rights issued pursuant to the Parent Rights Agreement. Since such date, no additional options have been granted. Other than the Convertible Exchangeable Preferred Stock, Parent has no outstanding bonds, debentures, notes or outstandingother obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. All the such issued and outstanding shares of IBTX Parent Common Stock have been are, and all shares of Parent Common Stock to be issued pursuant to Section 2.2(a) hereof, when issued in accordance with the terms hereof will be, duly authorized and authorized, validly issued and are issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a)set forth above, there are not, as of the date of this Agreement there are no outstanding subscriptionsJuly 12, 2000, any existing options, warrants, stock appreciation calls, subscriptions, convertible securities, or other rights, phantom unitsagreements or commitments which obligate Parent or any of the Parent Subsidiaries to issue, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, transfer or rights of first refusal or similar rights, puts, calls, commitments or agreements of sell any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock of Parent or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any Parent Subsidiaries. All of the foregoing in respect issued and outstanding shares of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or Merger Sub are owned by Parent. Merger Sub has not engaged in any of activities other than in connection with its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to formation and the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightstransactions contemplated by this Agreement.

Capitalization. (a) The authorized capital stock of IBTX as As of the date of this Agreement Agreement, the authorized capital stock of Meadowbrook consists of 100,000,000 75,000,000 shares of IBTX Meadowbrook Common Stock, Stock and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 .01 per share, and after giving effect to the IBTX Certificate Amendment the authorized share (“Meadowbrook Preferred Stock”). No other capital stock of IBTX will consist of 200,000,000 is authorized. As February 15, 2008, there were 37,019,966 shares of IBTX Meadowbrook Common Stock and 20,000,000 no shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Meadowbrook Preferred Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) and no shares of IBTX Meadowbrook Common Stock held in Meadowbrook’s treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock Meadowbrook Common Stock or other voting securities or equity interests Meadowbrook Preferred Stock were reserved for issuance, except that 2,000,000 shares of IBTX issued, Meadowbrook Common Stock were reserved for issuance or outstandingupon the exercise of long-term stock awards, stock options and other equity-type rewards pursuant to the Meadowbrook Insurance Group, Inc. Amended and Restated 1995 Stock Option Plan and the Meadowbrook Insurance Group, Inc. Amended and Restated 2002 Stock Option Plan (the “Meadowbrook Stock Plans”). All of the issued and outstanding shares of IBTX Meadowbrook Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bondsExcept for the stock options set forth above, debentures, notes or other indebtedness that Meadowbrook does not have the right to vote on and is not bound by any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock Meadowbrook Common Stock or Meadowbrook Preferred Stock or any other voting or equity securities of Meadowbrook or ownership interest in IBTX, any securities representing the right to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its capital stock Meadowbrook Common Stock or other equity or voting securities Meadowbrook Preferred Stock. The shares of or ownership interests in IBTX or that otherwise obligate IBTX Meadowbrook Common Stock to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect be issued pursuant to the voting or transfer Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration preemptive rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Acquiror consists of 100,000,000 3,000,000,000 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Acquiror Common Stock and 20,000,000 9,940,000 shares of preferred stock, par value $0.01 per shareAcquiror Preferred Stock. As of December 4the close of business on February 28, 20192011 (the “Acquiror Capitalization Date”), there were (i) 42,951,306 1,205,317,822 shares of IBTX Acquiror Common Stock issued and outstanding, including 283,812 outstanding and no shares of IBTX Acquiror Preferred Stock issued and outstanding. As of the Acquiror Capitalization Date, 223,286,700 shares of Acquiror Common Stock granted were held in respect Acquiror’s treasury. As of the Acquiror Capitalization Date, no shares of Acquiror Common Stock or Acquiror Preferred Stock were reserved for issuance, except for (i) an aggregate of 55,941,396 shares of Acquiror Common Stock reserved for issuance upon the exercise of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); Acquiror Options, (ii) no 3,801,100 shares of IBTX Acquiror Common Stock held in treasury; reserved for issuance upon the settlement of outstanding Acquiror Stock-Based Awards, (iii) 1,436,131 17,935,985 shares of IBTX Acquiror Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans Acquiror Stock Incentive Plans and not otherwise subject to issuance as provided in clauses (i) and (ii) herein, and (iv) no 46,261,877 shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved Acquiror Common Stock available for issuance or outstandingpursuant to Acquiror’s Employee Stock Purchase Plan. All of the issued and outstanding shares of IBTX Acquiror Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. As of the Acquiror Capitalization Date, except as set forth in this Section 5.2, neither Acquiror nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, convertible securities, preemptive rights, redemption rights, stock appreciation rights, stock-based performance units or other similar rights, agreements, arrangements or commitments of any character relating to the purchase or issuance of any shares of Acquiror’s capital securities or other equity securities of Acquiror or any securities representing the right to purchase or otherwise receive any shares of Acquiror’s capital securities or equity-based awards, nor is there any agreement, to which Acquiror or any of its Subsidiaries is a party obligating Acquiror or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Acquiror or securities convertible into or exchangeable for such shares or equity interests, (B) issue, grant, extend or enter into any such subscription, option, warrant, call, convertible securities, stock-based performance units or other similar right, agreement, arrangement or commitment or (C) redeem or otherwise acquire any such shares of capital stock or other equity interests. The shares of Acquiror Common Stock to be issued pursuant to the Merger have been duly authorized and, at the Effective Time, all such shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any The authorized capital stock of IBTX or any Merger Sub consists of its Subsidiaries) 100 shares of common stock, par value $0.01 per share, all of which shares are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any issued and outstanding and owned beneficially and of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsrecord by Acquiror.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement TCF consists of 100,000,000 280,000,000 shares of IBTX TCF Common Stock, Stock and 10,000,000 30,000,000 shares of preferred stock, $0.01 par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4January 23, 2019, there were (i) 42,951,306 163,878,437 shares of IBTX TCF Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no 9,635,099 shares of IBTX TCF Common Stock held in treasury; , (iii) 1,436,131 250,566 shares of IBTX TCF Common Stock reserved for issuance upon the settlement of outstanding restricted stock unit awards (assuming achievement of any applicable performance goals at the target level) and an additional 125,287 shares of TCF Common Stock assuming achievement of any applicable performance goals at the maximum level, (iv) 2,029,144 shares of restricted TCF Common Stock issued pursuant to the TCF Benefit Plans, (v) 4,769,322 shares of TCF Common Stock reserved in the aggregate for issuance pursuant to future grants under the IBTX equity plans and TCF Benefit Plans, (ivvi) no 7,000,000 shares of preferred stock TCF Preferred Stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (vii) no other shares of capital stock or other voting securities or equity interests of IBTX TCF issued, reserved for issuance or outstanding. Since January 23, 2019 to the date hereof, TCF has not issued or become obligated to issue any TCF Common Stock or TCF Preferred Stock other than pursuant to the exercise of TCF Equity Awards previously granted. All of the issued and outstanding shares of IBTX TCF Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders stockholders of IBTX TCF may vote. No trust preferred or subordinated debt securities of TCF are issued or outstanding. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a)TCF Equity Awards, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating TCF to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstandingsuch securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX the TCF Common Stock, Stock or other equity interests of TCF. No Subsidiary of TCF owns any shares of capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsTCF.

Capitalization. (a) The authorized capital stock of IBTX as Nutmeg consists of 6,000,000 shares of Nutmeg Common Stock and 2,000,000 shares of Nutmeg Preferred Stock. As of the date of this Agreement consists of 100,000,000 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019hereof, there were are (i) 42,951,306 1,435,294 shares of IBTX Nutmeg Common Stock issued and outstanding, including 283,812 outstanding and no shares of IBTX Nutmeg Common Stock granted held in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); Nutmeg's treasury, and (ii) no shares of IBTX Nutmeg Common Stock held in treasury; reserved for issuance upon exercise of outstanding stock options or otherwise, except for (iiii) 1,436,131 304,756 shares of IBTX Nutmeg Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans Director Stock Option Plans (of which options for 236,139 shares are currently outstanding) and (ii) 293,416 shares of Nutmeg Common Stock reserved for issuance pursuant to the Employee Stock Option Plans (of which 292,968 option shares are currently outstanding); (iii) 384,457 shares of Nutmeg Common Stock reserved for issuance upon exercise of the option to be issued to NewMil pursuant to the Option Agreement; (iv) 487,001 shares of Nutmeg Preferred Stock issued and outstanding; and (v) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, Nutmeg Preferred Stock reserved for issuance or outstandingpursuant to any option plan. All of the issued and outstanding shares of IBTX Common Nutmeg Capital Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bondsExcept for the Option Agreement, debentures, notes or other indebtedness that have the right aforementioned options to vote on any matters on which shareholders purchase 598,172 shares of IBTX may vote. Other than IBTX Restricted Nutmeg Common Stock Awards issued prior pursuant to the date of this Agreement as described in this Section 4.2(a)Nutmeg Stock Plans, as and the conversion privileges of the date of this Agreement there are no Nutmeg Preferred Stock, Nutmeg does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock Nutmeg Capital Stock or other voting any securities representing the right to purchase or equity securities otherwise receive any shares of or ownership interest Nutmeg Capital Stock. The names of the optionees, the date of each option to purchase Nutmeg Common Stock granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the Director and Employee Stock Option Plans, are set forth in IBTXSection 3.2(a) of the Nutmeg Disclosure Schedule. Since December 31, or contracts1999, commitments, understandings or arrangements by which IBTX may become bound to issue additional Nutmeg has not issued any shares of its capital stock or other equity any securities convertible into or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, exercisable for any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any shares of its Subsidiaries) are outstanding. There are no voting trustscapital stock, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect than pursuant to the voting exercise of director or transfer of IBTX Common Stockemployee stock options granted prior to December 31, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights1999 under the Nutmeg Stock Plans.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement MidSouth consists of 100,000,000 30,000,000 shares of IBTX MidSouth Common Stock, Stock and 10,000,000 5,000,000 shares of preferred stock, no par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX MidSouth are issued, reserved for issuance or outstanding, other than (i) 16,717,021 shares of MidSouth Common Stock issued and outstanding, which number includes 161,622 shares of MidSouth Common Stock granted in respect of outstanding MidSouth Restricted Stock Awards, (ii) no shares of MidSouth Common Stock held in treasury, (iii) 69,552 shares of MidSouth Common Stock reserved for issuance upon the exercise of outstanding MidSouth Options, (iv) no shares of MidSouth Common Stock reserved for issuance upon the settlement of outstanding time-vesting MidSouth RSU Awards, (v) 49,560 shares (assuming performance goals are satisfied at target) of MidSouth Common Stock reserved for issuance upon the settlement of outstanding performance-vesting MidSouth RSU Awards, (vi) 32,000 shares of MidSouth Series B Preferred Stock issued and outstanding and (vii) 89,721 shares of MidSouth Series C Preferred Stock issued and outstanding. All of the issued and outstanding shares of IBTX MidSouth Common Stock and MidSouth Preferred Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, subject, in the case of MidSouth Equity Awards, to the terms and conditions of such MidSouth Equity Awards. There are no No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX MidSouth may votevote are issued and outstanding. Except as set forth in Section 3.2(a) of the MidSouth Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of MidSouth are issued or outstanding. Other than IBTX Restricted Stock Awards MidSouth Equity Awards, in each case, issued prior to the date of this Agreement as described in this Section 4.2(a)Agreement, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating MidSouth to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstandingsuch securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect pursuant to which IBTX MidSouth or any of its the MidSouth Subsidiaries is has a party contractual or other obligation with respect to the voting or transfer of IBTX the MidSouth Common Stock, capital stock Stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or MidSouth, other person any registration rightsthan the Support Agreements.

Capitalization. (a) 3.14.1 The authorized capital stock of IBTX as PharMerica consists solely of the date of this Agreement consists of 100,000,000 300,000,000 shares of IBTX PharMerica's common stock, par value $0.01 per share (the "PharMerica Common Stock"), and 10,000,000 500,000 shares of PharMerica's preferred stock, par value $0.01 per share, and after giving effect to share (the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share"PharMerica Preferred Stock"). As of December 431, 20191998, there were (i) 42,951,306 89,387,106 shares of IBTX PharMerica Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX PharMerica Preferred Stock outstanding and no shares of PharMerica Common Stock or PharMerica Preferred Stock were held in PharMerica's treasury; (iii) 1,436,131 and except for shares which have been issued upon the exercise of PharMerica Warrants and PharMerica Options outstanding on December 31, 1998, there have been no issuances of capital stock of PharMerica since December 31, 1998. As of December 31, 1998, 290,000 shares of IBTX PharMerica Common Stock were issuable upon the exercise of outstanding warrants (the "PharMerica Warrants") and 5,969,272 shares of PharMerica Common Stock were issuable upon the exercise of outstanding PharMerica Options granted under the stock option plans of PharMerica (the "PharMerica Option Plans"); no shares of PharMerica Common Stock are reserved for issuance for any purpose other than upon exercise of such outstanding PharMerica Warrants or such outstanding PharMerica Options or upon the grant of other options pursuant to future grants under the IBTX equity plans PharMerica Option Plans or pursuant to the PharMerica Rights Agreement. Since December 31, 1998, no PharMerica Warrants or PharMerica Options have been granted and (iv) no shares of preferred stock issued and outstandingagreements or commitments have been made to grant any PharMerica Warrants or PharMerica Options. As of Except for the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentenceforegoing, there are no not any existing options, warrants, calls, subscriptions, or other rights or other agreements or commitments obligating PharMerica to issue, transfer or sell any shares of capital stock of PharMerica or any other voting securities convertible into or equity interests evidencing the right to subscribe for any such shares. There are no outstanding stock appreciation rights with respect to the capital stock of IBTX issued, reserved for issuance or outstandingPharMerica. All the issued and outstanding shares of IBTX PharMerica Common Stock have been are duly authorized and validly issued issued, fully paid and are fully paid, nonassessable and free have not been issued in violation of preemptive rights, with no personal liability attaching to the ownership thereof. There (nor are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, authorized shares of capital stock or other voting or equity securities of or ownership interest in IBTXof, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity interests in, PharMerica subject to) any preemptive or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectivelysimilar rights created by statute, the “IBTX Equity Awards”), no equityCertificate of Incorporation or By-based awards (including any cash awards where the amount laws of payment is determined in whole or in part based on the price of any capital stock of IBTX PharMerica or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect agreement to which IBTX or any of its Subsidiaries PharMerica is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsby which it may be bound.

Capitalization. (a) The authorized capital stock of IBTX FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of September 30, 2012, 140,173,022 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, no shares were issued and outstanding. As of September 30, 2012, 380,295 shares of FNB Common Stock were held in FNB’s treasury. As of September 30, 2012, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for 11,523,898 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement consists of 100,000,000 (the “FNB Stock Plans”) and 1,470,682 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX FNB Common Stock reserved for issuance pursuant to future grants under warrants issued to the IBTX equity plans and Treasury Department (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding“FNB Warrants”). All of the issued and outstanding shares of IBTX FNB Common Stock have been been, and all shares of FNB Common Stock that may be issued pursuant to the FNB Stock Plans and the FNB Warrants will be, when issued in accordance with the terms thereof, duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness that have having the right to vote on any matters on in which shareholders of IBTX FNB may votevote are issued or outstanding. Other than IBTX Restricted The shares of FNB Common Stock Awards to be issued prior pursuant to the date Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement as described in this Section 4.2(a)Agreement, as will have been validly issued, fully paid, nonassessable and free of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX First Charter consists of 100,000,000 shares of First Charter Common Stock, of which, as of April 30, 2006 (the “First Charter Capitalization Date”), 31,015,764 shares were issued and outstanding, and 2,000,000 shares of preferred stock, no par value (the “First Charter Preferred Stock”), of which, as of the First Charter Capitalization Date, no shares were issued and outstanding. As of the First Charter Capitalization Date, no shares of First Charter Common Stock or First Charter Preferred Stock were reserved for issuance, except for (i) 4,507,901 shares of First Charter Common Stock reserved for issuance upon exercise of options issued pursuant to employee and director stock plans of First Charter or a Subsidiary of First Charter in effect as of the date of this Agreement consists of 100,000,000 shares of IBTX Common Stock, (the “First Charter Stock Plans”) and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance junior participating preferred stock and common stock pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this AgreementStockholder Protection Rights Agreement dated July 19, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding2000. All of the issued and outstanding shares of IBTX First Charter Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement there are Agreement, no Voting Debt of First Charter is issued or outstanding. As of the First Charter Capitalization Date, except pursuant to this Agreement, the First Charter Stock Plans and stock repurchase plans entered into by First Charter from time to time, First Charter does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation calls, rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock First Charter Common Stock, First Charter Preferred Stock, Voting Debt of First Charter or any other voting or equity securities of First Charter or ownership interest in IBTX, any securities representing the right to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its capital stock First Charter Common Stock, First Charter Preferred Stock, Voting Debt of First Charter or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX First Charter. The shares of First Charter Common Stock to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect be issued pursuant to the voting or transfer Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of IBTX Common Stockpreemptive rights, capital stock or other voting or equity securities or with no personal liability attaching to the ownership interests of IBTX or granting any shareholder or other person any registration rightsthereof.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement MAF consists of 100,000,000 (a) 80,000,000 shares of IBTX MAF Common Stock, and 10,000,000 (b) 5,000,000 shares of MAF preferred stock, par value $0.01 .01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareshare (“MAF Preferred Stock”). As of December 4the close of business on April 27, 20192007, there were (i) 42,951,306 32,933,888 shares of IBTX MAF Common Stock were validly issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) fully paid and nonassessable, and there are no shares of IBTX Common MAF Preferred Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and or outstanding. As of the date of this Agreement, except there were outstanding under MAF Option Plans options to purchase 3,046,838 shares of MAF Common Stock, which MAF Options had a weighted average exercise price of $33.88 and for which adequate shares of MAF Common Stock have been reserved for issuance under the MAF Option Plans. There are 120,620 RSUs outstanding on the date hereof. Section 5.3 of the MAF Disclosure Letter sets forth as of the close of business on the date of this Agreement, with respect to each MAF Option, a true, accurate complete list of (i) the name of each optionee for the MAF Option (each, an “Optionee”), (ii) the number of shares of MAF Common Stock the Optionee has the right to purchase under the MAF Option, (iii) the exercise price for the MAF Option and (iv) the date the MAF Option was granted to the Optionee. The exercise price per share of MAF Common Stock under the MAF Options was determined based on the market value of such shares of MAF Common Stock on the date such MAF Options were granted. No MAF Option (x) has a stated exercise price lower than the market value (as then defined in the respective MAF Option Plan under which the MAF Option was granted) on the grant date of the MAF Option, or (y) has a grant date “backdated.” Except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentencethis Section 5.3, there are no shares of capital stock of (or any other voting securities or type of equity interests of IBTX issuedinterest in) MAF that are authorized, reserved for issuance issued or outstanding. All the issued , and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom unitsconvertible securities or any other agreements (including, scripwithout limitation, rights to subscribe to, preemptive rights, anti-dilutive rights, restricted stock award agreements) or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character relating to which IBTX the issued or its Subsidiaries is a party relating tounissued capital stock or other securities of MAF obligating MAF to issue, deliver or sell, or securities cause to be issued, delivered or rights convertible or exchangeable into or exercisable forsold, additional shares of capital stock of MAF or obligating MAF to grant, extend or enter into any subscription, option, warrant, right, convertible security or other voting similar agreement or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstandingcommitment. There are no voting trusts, shareholder agreements, proxies trusts or other agreements in effect or understandings to which IBTX MAF or any of its Subsidiaries MAF Subsidiary is a party with respect to the voting or transfer of IBTX Common Stock, the capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsMAF.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement ProCentury consists of 100,000,000 shares of IBTX 20,000,000 ProCentury Common Stock, Shares and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized 1,000,000 ProCentury Preferred Shares. No other capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareis authorized. As of December 4February 18, 20192008, there were are (ix) 42,951,306 shares of IBTX 13,403,367 ProCentury Common Stock Shares issued and outstandingoutstanding and no ProCentury Common Shares held in ProCentury’s treasury, including 283,812 shares of IBTX (y) no ProCentury Common Stock granted in respect Shares reserved for issuance upon exercise of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX options or otherwise except for 808,496 ProCentury Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock Shares reserved for issuance pursuant to future grants under the IBTX equity ProCentury stock option plans (“ProCentury Option Plans”) and (ivz) no shares of preferred stock ProCentury Preferred Shares issued and outstanding. As Section 4.2(a) of the ProCentury Disclosure Schedule sets forth all of the ProCentury Option Plans and all grantees holding unexercised and unexpired ProCentury Options as of the date hereof (“ProCentury Optionholder”), including the name of this Agreementeach such ProCentury Optionholder, except the date on which each ProCentury Option was granted, the number of ProCentury Options held, the expiration date of each ProCentury Option, the price at which each ProCentury Option may be exercised under the ProCentury Option Plans, the number of ProCentury Common Shares subject to each ProCentury Option, the type of grant and the status of the ProCentury Option grant as set forth in qualified or non-qualified under Section 422 of the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstandingCode. All of the issued and outstanding shares of IBTX ProCentury Common Stock Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except as referred to above, with no personal liability attaching ProCentury is not a party to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, issuance of any ProCentury Common Shares or securities ProCentury Preferred Shares or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or any other equity security of ProCentury or voting any securities of or ownership interests in IBTX or that otherwise obligate IBTX representing the right to issue, transfer, sell, purchase, redeem purchase or otherwise acquire, receive any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole ProCentury Common Shares or in part based on the price of any capital stock of IBTX ProCentury Preferred Shares or any other equity security of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsProCentury.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement ICBC consists of 100,000,000 125,000,000 shares of IBTX ICBC Common Stock, Stock and 10,000,000 25,000,000 shares of preferred stock, no par value $0.01 per share, and after giving effect to (the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”"ICBC Preferred Stock"); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentencethere were 54,460,004 shares of ICBC Common Stock outstanding, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock ICBC Preferred Stock outstanding and 21,583,746 shares of ICBC Common Stock held in ICBC's treasury. As of the date of this Agreement, no shares of ICBC Common Stock or other voting securities or equity interests ICBC Preferred Stock were reserved for issuance, except for an aggregate of IBTX issued, 6,570,340 shares of ICBC Common Stock reserved for issuance or outstanding(i) upon the exercise of stock options pursuant to the 1998 Stock Option Plan and the 2002 Stock Incentive Plan (the "ICBC Stock Option Plans") and (ii) in payment of directors' fees pursuant to the Directors' Fee Plan. All of the issued and outstanding shares of IBTX ICBC Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement there are no Agreement, except (i) as set forth in Section 5.2 of the ICBC Disclosure Schedule, and (ii) as set forth elsewhere in this Section 5.2, ICBC does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock ICBC Common Stock or ICBC Preferred Stock or any other voting or equity securities of ICBC or ownership interest in IBTX, any securities representing the right to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its capital stock ICBC Common Stock or other equity or voting securities ICBC Preferred Stock. The shares of or ownership interests in IBTX or that otherwise obligate IBTX ICBC Common Stock to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect be issued pursuant to the voting or transfer Merger have been duly authorized and, at the Effective Time, all such shares will be validly issued, fully paid, nonassessable and free of IBTX Common Stockpreemptive rights, capital stock or other voting or equity securities or with no personal liability attaching to the ownership interests of IBTX or granting any shareholder or other person any registration rightsthereof.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement IBSF consists of 100,000,000 25,000,000 shares of IBTX IBSF Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4March 27, 20191998, there were (i) 42,951,306 10,959,674 shares of IBTX IBSF Common Stock issued and outstandingoutstanding and 650,049 treasury shares. As of March 27, including 283,812 1998, there were 1,275,503 shares of IBTX IBSF Common Stock granted in respect issuable upon exercise of outstanding restricted stock awards options. The IBSF Disclosure Schedule contains (“IBTX Restricted i) a list of all Stock Awards”); Options, their strike prices and expiration dates, and (ii) no shares true and complete copies of IBTX Common the IBSF Stock held in treasury; (iii) 1,436,131 shares Option Plan and a specimen of IBTX Common Stock reserved for issuance each form of Option Grant Agreement pursuant to future grants under which any outstanding Stock Option was granted, including a list of each outstanding Stock Option issued pursuant thereto. All Stock Options will be fully vested on the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As Closing Date, in each case in accordance with the terms of the date of this Agreement, except as set forth in the immediately preceding sentence, IBSF Stock Option Plan and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstandingOption Grant Agreements pursuant to which such Stock Options were granted. All the issued and outstanding shares of IBTX IBSF Common Stock Stock, and all issued and outstanding shares of capital stock of each IBSF Subsidiary, have been duly authorized and validly issued and issued, are fully paid, nonassessable and free of preemptive rightsrights and are free and clear of any liens, with no personal liability attaching to encumbrances, charges, restrictions or rights of third parties imposed by IBSF or any IBSF Subsidiary. Except for the ownership thereof. There are no bondsStock Options listed on the IBSF Disclosure Schedule and the HUBCO Stock Option, debentures, notes or other indebtedness that have neither IBSF nor the right to vote on Association has granted nor is bound by any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the transfer, purchase, subscription or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock of IBSF or other voting the Association or equity any securities of representing the right to purchase, subscribe or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its such capital stock or other equity or voting any securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, convertible into any of the foregoing (collectively, “IBTX Securities”such shares, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There there are no voting trusts, shareholder agreements, proxies agreements or other agreements in effect to which IBTX or any of its Subsidiaries is a party understandings with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightssuch shares.

Capitalization. (a) The authorized capital stock of IBTX as As of the date of this Agreement Agreement, the authorized capital stock of UMB consists of 100,000,000 80,000,000 shares of IBTX UMB Common Stock, Stock and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to share (the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share“UMB Preferred Stock”). As of December 4, 2019the Capitalization Date, there were are (i) 42,951,306 48,744,208 shares of IBTX UMB Common Stock issued and outstanding, including 283,812 zero shares of IBTX UMB Common Stock granted in respect of outstanding time-based restricted stock awards (“IBTX UMB Restricted Stock Awards”); , (ii) no 157,633 shares of IBTX UMB Common Stock (assuming performance goals are satisfied at the target level) or 315,266 shares of UMB Common Stock (assuming performance goals are satisfied at the maximum level) reserved for issuance upon the settlement of outstanding performance-based restricted stock unit awards in respect of shares of UMB Common Stock (“UMB PSU Awards”), (iii) 386,275 shares of UMB Common Stock reserved for issuance upon the settlement of outstanding time-vesting restricted stock unit awards in respect of shares of UMB Common Stock (“UMB RSU Awards”), (iv) 92,710 shares of UMB Common Stock reserved for issuance upon the exercise and settlement of outstanding stock options awards in respect of shares of UMB Common Stock (“UMB Option Awards”), (v) zero shares of UMB Preferred Stock issued and outstanding, (vi) 6,312,522 shares of UMB Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans , and (ivvii) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no other shares of capital stock or other voting securities or equity interests of IBTX UMB issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX UMB Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX UMB may vote. Other than IBTX UMB Restricted Stock Awards, UMB PSU Awards, UMB RSU Awards issued prior to and UMB Option Awards (collectively, “UMB Equity Awards”) outstanding as of the date of this Agreement as described in this Section 4.2(a)Agreement, as of the date of this Agreement there are no outstanding subscriptions, equity or equity-based compensation awards (including options, warrants, stock appreciation rights, phantom units or shares, restricted stock, restricted stock units, performance stock units, performance awards, profit participation rights, or dividend or dividend equivalent rights or similar awards), warrants, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTXUMB, or contracts, commitments, understandings or arrangements by which IBTX UMB may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX UMB or that otherwise obligate IBTX UMB or any UMB Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary UMB Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of No UMB Subsidiary owns any capital stock of IBTX or any of its Subsidiaries) are outstandingUMB. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX UMB or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX UMB Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX UMB or granting any shareholder stockholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as As of the date of this Agreement Agreement, the authorized capital stock of Umpqua consists of 100,000,000 400,000,000 shares of IBTX Umpqua Common Stock, Stock and 10,000,000 4,000,000 shares of preferred stock, no par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share(“Umpqua Preferred Stock”). As of December 4October 8, 20192021, there were (i) 42,951,306 216,621,803 shares of IBTX Umpqua Common Stock issued and outstanding, including 283,812 (ii) zero shares of IBTX Umpqua Common Stock held in treasury, (iii) 767,540 shares of Umpqua Common Stock granted in respect of outstanding restricted stock awards Umpqua RSU Awards, (“IBTX Restricted Stock Awards”); (iiiv) no 930,255 shares of IBTX Umpqua Common Stock held granted in treasury; respect of outstanding Umpqua Performance Awards (iiiassuming performance goals applicable to Umpqua Performance Awards are satisfied at the maximum level), (v) 1,436,131 4,417 shares of IBTX Umpqua Common Stock reserved for issuance pursuant to future grants under upon the IBTX equity plans exercise of outstanding Umpqua Stock Options and (ivvi) no zero shares of preferred stock issued and Umpqua Preferred Stock outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, sentence and for changes since December 4October 8, 2019 2021 resulting from the exercise, vesting or settlement of any IBTX Umpqua Equity Awards described in the immediately preceding sentence, there are no other shares of capital stock or other equity or voting securities or equity interests of IBTX Umpqua issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX Umpqua Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX Umpqua may vote. Other than IBTX Restricted Stock Umpqua Equity Awards issued prior to the date of this Agreement as described in this Section 4.2(a3.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting or equity securities of or ownership interest in IBTXUmpqua, or contracts, commitments, understandings or arrangements by which IBTX Umpqua may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX Umpqua, or that otherwise obligate IBTX Umpqua to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstandingforegoing. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX Umpqua or any of its Subsidiaries is a party or is bound with respect to the voting or transfer of IBTX Umpqua Common Stock, capital stock Stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsUmpqua.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Dynegy consists of 100,000,000 900,000,000 shares of IBTX Dynegy Class A Common Stock, 360,000,000 shares of Dynegy Class B Common Stock, and 10,000,000 70,000,000 shares of preferred stock, no par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share("Dynegy Preferred Stock"). As of December 4November 6, 20192001, there were (i) 42,951,306 238,956,530 outstanding shares of IBTX Dynegy Class A Common Stock issued and outstanding, including 283,812 86,599,914 outstanding shares of IBTX Dynegy Class B Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); Stock, (ii) no 27,211,749 shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Dynegy Common Stock reserved for issuance upon exercise of outstanding Dynegy Options, and (iii) no outstanding shares of Dynegy Preferred Stock. All such issued and outstanding shares of Dynegy Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, other than the rights of Chevron U.S.A. Inc. ("Chevron") pursuant to future grants under Article 6 of the IBTX equity plans Shareholder Agreement, dated as of June 14, 1999 (the "Dynegy Shareholder Agreement"), among Energy Convergence Holding Company, Illinova Corporation, Dynegy and (iv) no shares of preferred stock issued and outstandingChevron. As of the date of this Agreement, except (a) as set forth in this Section 6.3, (b) for the immediately preceding sentencerights of Chevron pursuant to Article 6 of the Dynegy Shareholder Agreement and pursuant to the Dynegy Subscription Agreement and the Dynegy Series B Preferred Stock and (c) for shares delivered upon exercises of options set forth in this Section 6.3 from October 26, and for changes since December 4, 2019 resulting from 2001 to the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentencedate hereof, there are no outstanding shares of capital stock of Dynegy, and there are no options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments that may obligate Dynegy or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other voting securities of Dynegy or equity interests any of IBTX issued, reserved for issuance or outstandingits Significant Subsidiaries. All the issued and Dynegy has no outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that obligations the holders of which have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights are convertible or exchangeable into or exercisable forfor securities having the right to vote, shares with the shareholders of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, Dynegy on any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsmatter.

Capitalization. (a) The authorized capital stock of IBTX as TPT consists of 150,000,000 shares of TPT Common Stock and 15,000,000 shares of TPT Preferred Stock. As of the date of this Agreement consists of 100,000,000 shares of IBTX Common Stockhereof, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 15,999,058 shares of IBTX TPT Common Stock are issued and outstanding, including 283,812 all of which have been duly authorized and validly issued, and are fully paid and nonassessable, (ii) 2,761,952 shares of IBTX TPT Common Stock are reserved for issuance upon the exercise of outstanding stock options granted in respect pursuant to the TPT Stock Plan (the “TPT Stock Options”), (iii) zero shares of TPT Common Stock are reserved for issuance upon the settlement of outstanding restricted stock awards units granted pursuant to the TPT Stock Plan (the “IBTX TPT Restricted Stock AwardsUnits”); , (iiiv) no 1,657,614 shares of IBTX TPT Common Stock are reserved for issuance upon exercise of warrants of TPT (the “TPT Warrants”), (v) zero shares of TPT Common Stock are held in treasury; the treasury of TPT, (iiivi) 1,436,131 855,116 shares of IBTX TPT Common Stock are reserved for issuance pursuant to future grants under the IBTX equity plans TPT Stock Options not yet granted, and (ivvii) no 100,000 shares of preferred stock TPT Preferred Stock (designated Series A Preferred Stock, par value $0.001 per share) are reserved for issuance upon exercise of the Rights issued pursuant to the Rights Agreement dated May 13, 2005 between TPT and American Stock Transfer & Trust Company (replacing The Nevada Agency and Trust Company), as Rights Agent, as amended (the “TPT Rights Agreement”). No shares of TPT Preferred Stock are outstanding. As of the date of this AgreementThere are not any bonds, debentures, notes or other indebtedness or, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are securities of TPT having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of TPT may vote. Except as set forth in the second sentence of this Section 2.3, as of the date hereof, no shares of capital stock or other voting securities or equity interests of IBTX TPT are issued, reserved for issuance or outstanding. All the issued outstanding and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of TPT will be issued or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or outstanding after the date hereof other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any than upon exercise of the foregoing (collectively, “IBTX Securities”, TPT Stock Options and any the TPT Warrants outstanding as of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsdate hereof.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Anchor consists of 100,000,000 45,000,000 shares of IBTX Anchor Common Stock, Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 per sharepar value, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) which no shares of preferred stock are issued and or outstanding. As of the date of this Agreement, except as set forth in there are (i) 2,504,470 shares of Anchor Common Stock issued and outstanding, which number includes all shares subject to restriction under the immediately preceding sentenceoutstanding Anchor Restricted Stock Awards and all unallocated shares under the Anchor ESOP, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (iii) no other shares of capital stock or other voting securities or equity interests of IBTX Anchor issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX Anchor Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no (A) bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX Anchor may votevote or (B) trust preferred or subordinated debt securities of Anchor or any of its Subsidiaries issued or outstanding. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there There are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating Anchor to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of Anchor Common Stock to which Anchor is a party. Section 3.2(a) of the foregoing Anchor Disclosure Schedule sets forth a true, correct and complete list of all Anchor Restricted Stock Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (collectivelyi) the name of each holder, “IBTX Securities”(ii) the number of shares subject to each such Anchor Restricted Stock Award, and any (iii) the grant date and vesting dates of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”)each such Anchor Restricted Stock Award. Other than the IBTX Anchor Restricted Stock Awards set forth above and awards heretofore granted under the Anchor Phantom Stock Plan (collectively, the “IBTX Equity Awards”as defined in Section 6.5(g)), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX Anchor or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement CIT consists of 600,000,000 shares of CIT Common Stock and 100,000,000 shares of IBTX Common CIT Preferred Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4October 13, 20192020, there were are (i) 42,951,306 98,526,477 shares of IBTX CIT Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no 64,658,739 shares of IBTX CIT Common Stock held in treasury; (iii) 1,436,131 1,661,874 shares of IBTX CIT Common Stock reserved for issuance upon the settlement of outstanding CIT RSU Awards; (iv) 475,664 shares of CIT Common Stock reserved for issuance upon the settlement of outstanding CIT Performance Unit Awards (assuming performance goals are satisfied at the target level); (v) 2,780,521 shares of CIT Common Stock reserved for issuance pursuant to future grants under the IBTX CIT equity plans plans, (vi) 1,446,225 shares of CIT Common Stock reserved for issuance under the ESPP; (vii) 325,000 shares of CIT Series A Preferred Stock issued and outstanding and (ivviii) no 8,000,000 shares of preferred stock CIT Series B Preferred Stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4October 13, 2019 2020 resulting from the exercise, vesting or settlement of any IBTX CIT Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX CIT issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX CIT Common Stock and CIT Preferred Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. CIT is current on all dividends payable on the outstanding shares of CIT Preferred Stock, and has complied in all material respects with terms and conditions thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders stockholders of IBTX CIT may vote. Other than IBTX Restricted CIT RSU Awards, CIT Performance Unit Awards and accumulated contributions to purchase shares of CIT Common Stock Awards under the ESPP (collectively, “CIT Equity Awards”) issued or accumulated prior to the date of this Agreement as described in this Section 4.2(a3.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX CIT or any its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTXCIT or any its Subsidiaries, or contracts, commitments, understandings or arrangements by which IBTX CIT or any its Subsidiaries may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX CIT or any its Subsidiaries, or that otherwise obligate IBTX CIT or any its Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX CIT Securities”, and any of the foregoing in respect of Subsidiaries of IBTXCIT, collectively, “IBTX CIT Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX CIT Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined determined, in whole or in part part, based on the price of any capital stock of IBTX CIT or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder stockholder agreements, proxies or other agreements in effect to which IBTX CIT or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX CIT Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX CIT or granting any shareholder stockholder or other person any registration rights.

Capitalization. (a) The As of the date hereof, the authorized shares of capital stock of IBTX as Marigold consists solely of the date of this Agreement consists of 100,000,000 (i) 400,000,000 shares of IBTX Marigold Voting Common Stock, (ii) 400,000,000 shares of Marigold Non-Voting Common Stock, and 10,000,000 (iii) 50,000,000 shares of preferred stockPreferred Stock, with no par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share(“Marigold Preferred Stock”). As of December 4the close of business on January 22, 20192016 (the “Marigold Capitalization Date”), there were (i) 42,951,306 128,367,294 shares of IBTX Marigold Voting Common Stock were issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Marigold Non-Voting Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans were issued and (iv) outstanding and no shares of preferred stock Marigold Preferred Stock were issued and outstanding. As There are no fractional shares of Marigold Voting Common Stock, Marigold Non-Voting Common Stock or Marigold Preferred Stock outstanding. From the close of business on the Marigold Capitalization Date through the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentencehereof, there are have been no issuances of shares of capital stock of Marigold other than (i) issuances of shares of Marigold Voting Common Stock upon the conversion of shares of Marigold Non-Voting Common Stock or other voting securities issuances of shares of Marigold Non-Voting Common Stock upon the conversion of shares of Marigold Voting Common Stock, or equity interests (ii) issuances of IBTX issuedshares of Marigold Voting Common Stock pursuant to the exercise of Marigold Stock Options or the settlement of Marigold Equity Grants outstanding as of the Marigold Capitalization Date and in each case in accordance with their terms in effect at such time. As of the Marigold Capitalization Date, reserved for issuance no shares of Marigold Voting Common Stock or outstandingMarigold Non-Voting Common Stock were owned, directly or indirectly, by Marigold or any of the Marigold Subsidiaries. All of the issued and outstanding shares of IBTX Marigold Voting Common Stock and, if applicable, Marigold Non-Voting Common Stock have been duly authorized and validly issued and issued, are fully paid, nonassessable nonassessable, and free of preemptive rights, and have been issued in compliance with no personal liability attaching to all applicable securities Laws. Except as set forth in Section 3.2(b) of the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have Marigold Disclosure Letter and except for the right to vote on any matters on which shareholders conversion rights of IBTX may vote. Other than IBTX Restricted holders of shares of Marigold Common Stock Awards issued prior to set forth in the date of this Agreement as described in this Section 4.2(a)Marigold Organizational Documents, as of the date of this Agreement there are no Agreement, none of Marigold or any of the Marigold Subsidiaries has been or is bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the sale or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock or any other voting or equity securities of Marigold or ownership interest in IBTX, any rights to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its capital stock or any other equity or voting securities of Marigold, or ownership interests any securities exercisable, convertible or exchangeable for, or the value of which is determined in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquirereference to, any such shares, interests or securities. Except as set forth in the second sentence of this Section 3.2(a) or Section 3.2(b) of the foregoing (collectivelyMarigold Disclosure Letter, “IBTX Securities”, and any as of the foregoing in respect date of Subsidiaries of IBTXthis Agreement, collectively(i) there are no options, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no restricted stock or other equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX issued by Marigold or any of its SubsidiariesMarigold Subsidiary currently outstanding under the Marigold Benefit Plans or otherwise and (ii) are Marigold does not have any Marigold Common Stock or other Equity Interests issued or outstanding. There are no voting trustsoutstanding bonds, shareholder agreementsdebentures, proxies notes or other Indebtedness of Marigold or any Marigold Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of capital stock of Marigold may vote. Except as set forth in Section 3.2(b) of the Marigold Disclosure Letter, there are no outstanding agreements in effect to which IBTX or other obligations of Marigold or any of its the Marigold Subsidiaries is a party with respect to requiring the voting or transfer registration for sale of IBTX any shares of Marigold Voting Common Stock, capital stock Marigold Non-Voting Common Stock, Marigold Preferred Stock or other voting Equity Interests in Marigold or equity securities or ownership interests any of IBTX or granting any shareholder or other person any registration rightsthe Marigold Subsidiaries.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Sunbeam consists of 100,000,000 500,000,000 shares of IBTX Sunbeam Common Stock, and 10,000,000 2,000,000 shares of preferred stock, par value $0.01 .01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareSunbeam. As of December 4the date hereof, 2019, there were (i) 42,951,306 100,860,129 shares of IBTX Sunbeam Common Stock were issued and outstanding (excluding any shares of Sunbeam Common Stock issued and outstandingupon the exercise of Sunbeam Stock Options (as defined below) since August 6, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”1998); (ii) no 7,199,452 shares of IBTX Sunbeam Common Stock held in treasurywere issuable upon the consummation of the Coleman Merger Agreement; (iii) 1,436,131 13,242,050 shares of IBTX Sunbeam Common Stock reserved for issuance pursuant to future grants under were issuable in accordance with the IBTX equity plans terms of the Zero Coupon Convertible Senior Subordinated Debentures due 2018 of the Company; and (iv) no shares of Sunbeam preferred stock were issued and outstanding. As of the date hereof, not more than 9,000,000 shares of this AgreementSunbeam Common Stock were issuable upon exercise of vested and unvested employee and non-employee stock options (the "Sunbeam Stock Options") outstanding under all stock option plans of Sunbeam or granted pursuant to employment agreements (although Sunbeam is contesting the validity of certain of such Sunbeam Stock Options). As of the date hereof, no shares of Sunbeam Common Stock were held as treasury shares. All of the issued and outstanding shares of Sunbeam Common Stock are validly issued, fully paid and nonassessable and free of preemptive rights. As of the date hereof, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentenceabove, there are no shares of capital stock of Sunbeam issued or other voting securities or equity interests of IBTX issuedoutstanding or, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paidexcept as set forth above, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, putssubscriptions, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating torights, or convertible securities or rights convertible other agreements or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX commitments obligating Sunbeam to issue, transfer, sell, purchaseredeem, redeem repurchase or otherwise acquire, acquire any shares of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any its capital stock or securities, or the capital stock or securities of IBTX or any of its Subsidiaries) are outstandingSunbeam. There are no voting trustsnotes, shareholder agreementsbonds, proxies debentures or other agreements in effect indebtedness of Sunbeam having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters upon which IBTX or any stockholders of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsSunbeam may vote.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Acquiror consists of 100,000,000 750,000,000 shares of IBTX Acquiror Common Stock, Stock and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareAcquiror Preferred Stock. As of December 4, 2019the Capitalization Date, there were (i) 42,951,306 32,370,784 shares of IBTX Acquiror Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) and no shares of IBTX Common Acquiror Preferred Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock Acquiror Common Stock were held in Acquiror’s treasury. No other shares of Acquiror Common Stock or other voting Acquiror Preferred Stock were issued or outstanding as of the Capitalization Date. Since the Capitalization Date and through the date of this Agreement, Acquiror has not (x) issued or authorized the issuance of any shares of Acquiror Common Stock or Acquiror Preferred Stock, or any securities convertible into or equity interests exchangeable or exercisable for shares of IBTX issuedAcquiror Common Stock or Acquiror Preferred Stock, except for issuances of Acquiror Common Stock as a result of the exercise of Acquiror Options listed in Section 5.2(b) of Acquiror Disclosure Letter, (y) reserved for issuance any shares of Acquiror Common Stock or outstandingAcquiror Preferred Stock or (z) repurchased or redeemed, or authorized the repurchase or redemption of, any shares of Acquiror Common Stock. As of the date of this Agreement, no shares of Acquiror Common Stock or Acquiror Preferred Stock were reserved for issuance, except for (i) an aggregate of 1,055,000 shares of Acquiror Common Stock reserved for issuance upon the exercise of outstanding Acquiror Options, (ii) 645,000 shares of Acquiror Common Stock reserved for issuance pursuant to Acquiror Stock Incentive Plans and not otherwise subject to issuance as provided in clause (i) herein, (iii) up to 41,109,253 shares of Acquiror Common Stock reserved for issuance upon conversion of outstanding warrants to purchase Acquiror Common Stock, and (iv) 18,025,289 shares of Acquiror Common Stock reserved for issuance in connection with the Acquiror Financing Transaction, which includes 5,735,149 shares of Acquiror Common Stock issuable under price protection provisions of prior transactions. All of the issued and outstanding shares of IBTX Acquiror Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes Neither Acquiror nor any of its Subsidiaries has or other indebtedness that have the right to vote on is bound by any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, calls, convertible securities, preemptive rights, redemption rights, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, antistock-dilutive rights, based performance units or rights of first refusal or other similar rights, puts, calls, agreements or commitments or agreements of any character relating to which IBTX the purchase or issuance of any shares of the capital stock of Acquiror or of any of its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX Acquiror or any of its Subsidiaries is a party with respect or any securities representing the right to purchase or otherwise receive any shares of the voting or transfer of IBTX Common Stock, capital stock of Acquiror or other voting any of its Subsidiaries (including any rights plan or equity securities agreement) or ownership interests of IBTX or granting any shareholder or other person any registration rightsequity-based awards.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement consists of 100,000,000 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentenceauthorized capital stock of Partners consists of 39,990,549 shares of Partners Common, 9,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A of Partners (“Partners Series A Preferred Stock”) and for changes since December 4451 shares of Fixed Rate Cumulative Perpetual Preferred Stock, 2019 resulting from Series B of Partners (“Partners Series B Preferred Stock”). As of the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentencedate hereof, there are (i) 17,985,577 shares of Partners Common Stock issued and outstanding, (ii) no shares of Partners Common Stock held in treasury, (iii) 81,347 shares of Partners Common Stock reserved for issuance upon the exercise of the outstanding Partners Stock Options, (iv) 18,669 shares of Partners Common Stock outstanding in respect of Partners Restricted Stock Awards and no shares of Partners Common Stock reserved for issuance upon the settlement of outstanding restricted stock units, (v) no preferred shares of Partners Series A Preferred Stock outstanding, (vi) no preferred shares of Partners Series B Preferred Stock outstanding and (vii) no other shares of capital stock or other voting equity securities or equity interests of IBTX Partners issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX Partners Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX Partners may vote. Except as set forth on Section 3.2(a) of the Partners Disclosure Schedule, no trust preferred or subordinated debt securities of Partners are issued or outstanding. Other than IBTX Restricted Stock Partners Equity Awards issued prior to the date of this Agreement as described in this Section 4.2(a3.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting or equity securities of or ownership interest in IBTXPartners, or contracts, commitments, understandings or arrangements by which IBTX Partners may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX Partners, or that otherwise obligate IBTX Partners to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing foregoing. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which Partners is a party or is bound with respect to the voting or transfer of Partners Common Stock or other equity interests of Partners, other than the Partners Support Agreements. Section 3.2(a) of Partners Disclosure Schedule sets forth a true, correct and complete list of all Partners Equity Awards issued and outstanding under each Partners Equity Plan specifying, on a holder-by-holder basis, the (collectivelyA) name of each holder, “IBTX Securities”(B) number of shares subject to each such Partners Equity Award, (C) grant date of each such Partners Equity Award, (D) vesting schedule for each such Partners Equity Award, (E) exercise price for each such Partners Equity Award that is a Partners Stock Option, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”)(F) expiration date for each such Partners Equity Award that is a Partners Stock Option. Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Partners Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX Partners or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Purchaser consists of 100,000,000 shares of IBTX Purchaser Common Stock, and 10,000,000 3,000,000 shares of preferred stock, par value $0.01 1.00 per share, and after giving effect to share (the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share"Purchaser Preferred Stock"). As of December 4, 2019the date hereof, there were are (i) 42,951,306 63,715,026 shares of IBTX Purchaser Common Stock issued and issued, 60,699,962 shares of Purchaser Common Stock outstanding, including 283,812 and 3,015,064 shares of IBTX Purchaser Common Stock granted held in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); Purchaser's treasury, (ii) no shares of IBTX Common Purchaser Preferred Stock issued and outstanding or held in Purchaser's treasury; , and (iii) 1,436,131 2,988,365 shares of IBTX Purchaser Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares upon exercise of preferred outstanding stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstandingoptions. All of the issued and outstanding shares of IBTX Purchaser Common Stock have been duly authorized and validly issued and are fully paid, nonassessable paid and free of preemptive rightsnonassessable, with no personal liability attaching to the ownership thereof. There are None of the issued and outstanding shares of Purchaser Common Stock were issued in violation of the preemptive rights of any Person. Upon issuance as provided in this Agreement, the shares of Purchaser Common Stock issuable in the Merger will be duly authorized, validly issued, fully paid and nonassessable and no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior personal liability will attach to the date ownership thereof. No Person has preemptive rights in respect of this Agreement as described the Purchaser Common Stock to be issued in this Section 4.2(athe Merger. The shares of Purchaser Common Stock issuable in the Merger will be registered pursuant to an effective Registration Statement under the Securities Act. (b) The authorized capital stock of FCB consists of 100,000,000 shares of common stock, par value $1.00 per share ("FCB Common Stock"), as . As of the date of this Agreement hereof, there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, (i) 38,969,900 shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional FCB Common Stock issued and outstanding and (ii) no shares of its capital stock or other equity or voting securities of or ownership interests FCB Common Stock are held in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any FCB's treasury. All of the foregoing (collectivelyissued and outstanding shares of FCB Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, “IBTX Securities”, and any with no personal liability attaching to the ownership thereof. All of the foregoing in respect issued and outstanding shares of Subsidiaries FCB Common Stock are held beneficially and of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.record by 11

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement MainSource consists of 100,000,000 shares of IBTX MainSource Common Stock, no par value, and 10,000,000 400,000 shares of preferred stock, no par value $0.01 per sharevalue, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) which no shares of preferred stock are issued and or outstanding. As of the date of this Agreement, except as set forth there are (i) 25,575,354 shares of MainSource Common Stock issued and outstanding, which number includes 101,939 shares of MainSource Common Stock granted in respect of outstanding MainSource Restricted Stock Awards (assuming achievement of any applicable performance goals at the immediately preceding sentencemaximum level), (ii) 54,425 shares of MainSource Common Stock granted in respect of outstanding MainSource Performance Share Units (assuming achievement of any applicable performance goals at the maximum level), (iii) 543,703 shares of MainSource Common Stock held in treasury, (iv) 110,417 shares of MainSource Common Stock reserved for issuance upon the exercise of outstanding MainSource Stock Options, (v) 573,256 shares of MainSource Common Stock reserved for issuance upon the exercise of MainSource Warrants, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (vi) no other shares of capital stock or other voting securities or equity interests of IBTX MainSource issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX MainSource Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX MainSource may vote. Other than IBTX Restricted the MainSource Trust Preferred Securities and the MainSource Junior Subordinated Debentures there are no trust preferred or subordinated debt securities of MainSource that are issued or outstanding. Other than MainSource Stock Awards Options, MainSource Performance Share Units, and MainSource Warrants, in each case, issued prior to the date of this Agreement as described in this Section 4.2(a)Agreement, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating MainSource to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the foregoing MainSource Common Stock or other equity interests of MainSource, other than the Voting Agreements. Section 3.2(a) of the MainSource Disclosure Schedule sets forth a true, correct and complete list of all MainSource Equity Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (collectivelyA) the name of each holder, “IBTX Securities”(B) the number of shares subject to each such MainSource Equity Award, (C) the grant date of each such MainSource Equity Award, (D) the MainSource Stock Plan under which such MainSource Equity Award was granted, (E) the exercise price for each such MainSource Equity Award that is a MainSource Stock Option, and any of (F) the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”)expiration date for each such MainSource Equity Award that is a MainSource Stock Option. Other than the IBTX Restricted Stock Awards (collectively, the “IBTX MainSource Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX MainSource or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Showboat consists of 100,000,000 50,000,000 shares of IBTX Showboat Common Stock, Stock and 10,000,000 1,000,000 shares of preferred stock, $1.00 par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareshare ("Showboat Preferred Stock"). As of December 4the date hereof, 2019, there were (i) 42,951,306 16,228,620 shares of IBTX Showboat Common Stock were issued and outstanding, including 283,812 all of which are validly issued, fully paid and nonassessable, (ii) 137,070 shares of IBTX Showboat Common Stock granted were held in respect the treasury of outstanding restricted stock awards Showboat or by Subsidiaries of Showboat, and (“IBTX Restricted Stock Awards”); (iiiii) no shares of IBTX Common Showboat Preferred Stock held in treasury; (iiiare issued and outstanding. Section 3.2(a) 1,436,131 of the Showboat Disclosure Schedule sets forth the number of shares of IBTX Showboat Common Stock reserved for issuance pursuant to future upon exercise of Options granted and outstanding as of the date hereof and the Showboat Stock Option Plans and shares reserved for issuance in connection with Showboat's employee stock purchase plans (the "Showboat Stock Purchase Plans," and together with the Showboat Stock Option Plans, the "Showboat Stock Plans"). Section 3.2(a) of the Showboat Disclosure Schedule also sets forth, for each Showboat Stock Option Plan, the dates on which Options under such plan were granted, the number of Options granted on each such date and the exercise price thereof. Since September 30, 1997, Showboat has not made any grants under any of the IBTX equity plans and (iv) no shares of preferred stock issued and outstandingShowboat Stock Plans. As of the date of this Agreement, except as set forth in Showboat has not granted any SARs or any other contractual rights the immediately preceding sentence, and for changes since December 4, 2019 resulting value of which is derived from the exercise, vesting financial performance of Showboat or settlement the value of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests Showboat Common Stock, except for 640,000 SARs granted to employees of IBTX issuedShowboat at an exercise price of $24.58, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement pursuant to the Showboat Stock Appreciation Rights Plan. Except as described disclosed in this Section 4.2(a), as 3.2(a) of the date of this Agreement Showboat Disclosure Schedule, there are no outstanding subscriptionsobligations, optionscontingent or otherwise, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX Showboat or any of its Subsidiaries is a party with respect to repurchase, redeem or otherwise acquire any shares of Showboat Common Stock or the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX any Subsidiary or granting to provide funds to or make any shareholder material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations or indebtedness for borrowed money of Subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock (including shares which may be issued upon exercise of outstanding options) or other person ownership interests of each of Showboat's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and, except as disclosed in Section 3.2 of the Showboat Disclosure Schedule, all such shares and ownership interests are owned by Showboat or another Subsidiary of Showboat free and clear of all security interests, liens, claims, pledges, agreements, limitations on Showboat's voting rights, charges or other encumbrances or restrictions on transfer of any registration rightsnature.

Capitalization. (a) The authorized capital stock of IBTX MBNA consists of 1,500,000,000 shares of MBNA Common Stock, of which, as of May 31, 2005 (the “MBNA Capitalization Date”), 1,255,095,505 shares were issued and outstanding, which includes all of the MBNA Restricted Shares outstanding as of the date of this Agreement consists of 100,000,000 shares of IBTX Common StockMBNA Capitalization Date, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareshare (“MBNA Preferred Stock”), of which, as of the MBNA Capitalization Date, (i) 6,000,000 shares were authorized and 4,547,882 shares were issued and outstanding as 7 1/2% Series A Cumulative Preferred Stock and (ii) 6,000,000 shares were authorized and 4,026,000 shares were issued and outstanding as Series B Adjustable Rate Cumulative Preferred Stock. As of December 4the MBNA Capitalization Date, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX MBNA Common Stock held in treasury; or MBNA Preferred Stock were reserved for issuance except for (iiix) 1,436,131 shares of IBTX MBNA Common Stock reserved for issuance in connection with stock options under the MBNA Stock Plans to purchase 73,840,838 shares of MBNA Common Stock outstanding as of the MBNA Capitalization Date, (y) in connection with 94,000 shares of MBNA Common Stock issuable upon settlement of the MBNA RSUs outstanding as of the MBNA Capitalization Date and (z) shares of MBNA Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Stock Option Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX MBNA Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are As of the date of this Agreement, no bonds, debentures, notes or other indebtedness that have having the right to vote on any matters on which shareholders may vote (“Voting Debt”) of IBTX may voteMBNA are issued or outstanding. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement, except pursuant to this Agreement there are no and the Stock Option Agreement, including with respect to the MBNA Stock Plans as set forth herein, MBNA does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation calls, rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase or issuance of, or the payment of any amount based on, any shares of MBNA Common Stock, MBNA Preferred Stock, Voting Debt or any other equity securities of MBNA or any securities representing the right to which IBTX purchase or otherwise receive any shares of MBNA Common Stock, MBNA Preferred Stock, Voting Debt or other equity securities of MBNA. As of the date of this Agreement, there are no contractual obligations of MBNA or any of its Subsidiaries (I) to repurchase, redeem or otherwise acquire any shares of capital stock of MBNA or any equity security of MBNA or its Subsidiaries is a party relating to, or any securities representing the right to purchase or rights convertible or exchangeable into or exercisable for, otherwise receive any shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or any other equity security of MBNA or voting securities of its Subsidiaries or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its SubsidiariesII) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect pursuant to which IBTX MBNA or any of its Subsidiaries is a party with respect or could be required to the voting or transfer register shares of IBTX Common Stock, MBNA capital stock or other voting securities under the Securities Act of 1933, as amended (the “Securities Act”). MBNA has provided Bank of America with a true, complete and correct list of the aggregate number of shares of MBNA Common Stock issuable upon the exercise of each stock option and settlement of each MBNA RSU granted under the MBNA Stock Plans that was outstanding as of the MBNA Capitalization Date and the exercise price for each such MBNA stock option. Other than the MBNA Options, MBNA Restricted Shares and MBNA RSUs, no other equity-based awards are outstanding as of the MBNA Capitalization Date. Since the MBNA Capitalization Date through the date hereof, MBNA has not (A) issued or repurchased any shares of MBNA Common Stock, MBNA Preferred Stock, Voting Debt or other equity securities of MBNA other than the issuance of shares of MBNA Common Stock in connection with the exercise of stock options to purchase MBNA Common Stock granted under the MBNA Stock Plans that were outstanding on the MBNA Capitalization Date or ownership interests (B) issued or awarded any options, restricted shares or any other equity-based awards under any of IBTX or granting any shareholder or other person any registration rightsthe MBNA Stock Plans.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement ICBC consists of 100,000,000 250,000,000 shares of IBTX ICBC Common Stock, Stock and 10,000,000 25,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to of ICBC (the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share“ICBC Preferred Stock”). As of December 4, 2019the date hereof, there were (i) 42,951,306 81,875,856 shares of IBTX ICBC Common Stock issued and outstanding, outstanding (including 283,812 3,661,366 unallocated shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX ICBC Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common the ICBC Employee Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) Ownership Program), no shares of preferred stock issued ICBC Preferred Stock outstanding and outstanding22,367,964 shares of ICBC Common Stock held in ICBC’s treasury. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock ICBC Common Stock or other voting securities or equity interests ICBC Preferred Stock were reserved for issuance, except for an aggregate of IBTX issued, 6,948,405 shares of ICBC Common Stock reserved for issuance or outstanding(i) upon the exercise of stock options pursuant to the 1993 Broad National Incentive Stock Option Plan, 1993 Broad National Directors Non-Statutory Stock Option Plan, 1996 Broad National Incentive Stock Option Plan, 1996 Broad National Bancorporation Directors Non-Statutory Stock Option Plan, Statewide Financial Corp. 1996 Incentive Stock Option Plan, Staten Island Bancorp, Inc. Amended and Restated 1998 Stock Option Plan, ICBC Community Bank Corp. 1998 Stock Option Plan, ICBC Community Bank Corp. 2002 Stock Incentive Plan and ICBC Community Bank Corp. 2005 Stock Incentive Plan (collectively, the “ICBC Stock Plans”) and (ii) in payment of directors fees pursuant to ICBC’s Directors Fee Plan. All of the issued and outstanding shares of IBTX ICBC Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement there are no Agreement, except as set forth above, ICBC does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock ICBC Common Stock or ICBC Preferred Stock or any other voting or equity securities of ICBC or ownership interest in IBTX, any securities representing the right to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its ICBC capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole rights plan or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsagreement).

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement FirstMerit consists of 100,000,000 300,000,000 shares of IBTX FirstMerit Common Stock, without par value, and 10,000,000 7,000,000 shares of FirstMerit preferred stock, without par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per sharevalue. As of December 4January 22, 20192016, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX FirstMerit are issued, reserved for issuance or outstanding, other than (i) 165,754,538 shares of FirstMerit Common Stock issued and outstanding, which number includes 850,508 shares of FirstMerit Common Stock granted in respect of outstanding FirstMerit Restricted Stock Awards, (ii) 4,428,977 shares of FirstMerit Common Stock held in treasury, (iii) 256,200 shares of FirstMerit Common Stock reserved for issuance upon the exercise of outstanding FirstMerit Stock Options, (iv) 962,598 shares of FirstMerit Common Stock reserved for issuance upon the settlement of outstanding FirstMerit Restricted Stock Unit Awards (assuming that performance with respect to performance-vesting FirstMerit Restricted Stock Unit Awards is achieved at maximum performance), and (v) 100,000 shares of FirstMerit Preferred Stock issued and outstanding. All of the issued and outstanding shares of IBTX FirstMerit Common Stock and FirstMerit Preferred Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX FirstMerit may votevote are issued or outstanding. Except as set forth in Section 3.2(a) of the FirstMerit Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of FirstMerit are issued or outstanding. Other than IBTX FirstMerit Stock Options and FirstMerit Restricted Stock Awards Unit Awards, in each case, issued prior to the date of this Agreement as described in this Section 4.2(a)Agreement, as of the date of this Agreement Agreement, there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating FirstMerit to issue, transfer, sell, purchase, redeem or otherwise acquire, acquire any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightssuch securities.

Capitalization. Goldcorp is authorized to issue an unlimited number of Goldcorp Common Shares. As at August 24, 2006 there were: (ai) The authorized capital stock 418,147,546 Goldcorp Common Shares outstanding; (ii) an aggregate of IBTX 90,667 Goldcorp Common Shares set aside for issue under the Goldcorp Restricted Share Rights; (iii) Goldcorp Options to acquire an aggregate of 11,946,851 Goldcorp Common Shares were outstanding; (iv) an aggregate of 8,436,384 Goldcorp Common Shares set aside for issue under the Goldcorp Warrants; and (v) an aggregate of 58,050 Goldcorp Common Shares set aside for issue under other warrants of Goldcorp. Except for the Goldcorp Options, the Goldcorp Restricted Share Rights and the Goldcorp Warrants and except pursuant to this Agreement and the transactions contemplated hereby, as of the date hereof, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Goldcorp or any of this Agreement consists of 100,000,000 the Goldcorp Material Subsidiaries to issue or sell any shares of IBTX Common StockGoldcorp, and 10,000,000 any of the Goldcorp Material Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Significant Interest Companies or any securities or obligations of any kind convertible into or exchangeable for any shares of preferred stockGoldcorp, par value $0.01 per shareany of the Goldcorp Material Subsidiaries or, and after giving effect to the IBTX Certificate Amendment knowledge of Goldcorp, any of the Goldcorp Significant Interest Companies. All outstanding Goldcorp Common Shares have been authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock are validly issued and outstandingoutstanding as fully paid and non-assessable shares, including 283,812 shares free of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstandingpre-emptive rights. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentencehereof, there are no shares of capital stock outstanding bonds, debentures or other voting securities or equity interests evidences of IBTX issuedindebtedness of Goldcorp, reserved for issuance or outstanding. All any of the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paidGoldcorp Material Subsidiaries or, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereofknowledge of Goldcorp, any of the Goldcorp Significant Interest Companies having the right to vote with the Goldcorp Shareholders on any matter. There are no bonds, debentures, notes outstanding contractual obligations of Goldcorp or other indebtedness that have the right to vote on of any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights Goldcorp Material Subsidiaries to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchaserepurchase, redeem or otherwise acquire, acquire any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole outstanding Goldcorp Common Shares or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer disposition of IBTX any outstanding Goldcorp Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsShares.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement NEWBRIDGE consists of 100,000,000 shares an unlimited number of IBTX NEWBRIDGE Common StockShares and an unlimited number of NEWBRIDGE Preferred Shares, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstandingissuable in Series, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstandingSeries A NEWBRIDGE Preferred Shares. As of the date hereof, there are 181,824,826 NEWBRIDGE Common Shares (and no more) and no NEWBRIDGE Preferred Shares issued and outstanding. In addition, as at the date hereof, options to acquire an aggregate of this Agreementnot more than 32,916,053 NEWBRIDGE Common Shares are granted and outstanding under the NEWBRIDGE Stock Option Plan, except rights to acquire not more than 7,500 NEWBRIDGE Common Shares are granted and outstanding under the NEWBRIDGE Employee Stock Purchase Plan and rights to acquire 285,000 NEWBRIDGE Common Shares are granted and outstanding under the NEWBRIDGE Warrants (and, in each case, no more). No awards have been or will be made under the NEWBRIDGE Key Employee Executive Plan. Except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentencesentences of this Section 3.1(b) and in Section 3.1(a), there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating NEWBRIDGE or any NEWBRIDGE Material Subsidiary to issue or sell any shares of capital stock NEWBRIDGE or other voting any of the NEWBRIDGE Material Subsidiaries or securities or equity interests obligations of IBTX issued, reserved any kind convertible into or exchangeable for issuance any shares of NEWBRIDGE or outstandingany NEWBRIDGE Material Subsidiary. All the issued and outstanding shares of IBTX NEWBRIDGE Common Stock Shares have been duly authorized and are validly issued and are outstanding as fully paidpaid and non-assessable shares, nonassessable and free of preemptive pre-emptive rights. Except as described in the preceding sentences of this Section 3.1(b), with no personal liability attaching to the ownership thereof. There there are no outstanding bonds, debentures, notes debentures or other evidences of indebtedness that have of NEWBRIDGE or any subsidiary having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the NEWBRIDGE Common Shares on any matters on which shareholders of IBTX may votematter. Other than IBTX Restricted Stock Awards issued prior Except as has been set forth in writing by NEWBRIDGE to the date of this Agreement as described ALCATEL in this Section 4.2(a)a form acceptable to ALCATEL, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights contractual obligations of NEWBRIDGE or any of the NEWBRIDGE Material Subsidiaries to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchaserepurchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or acquire any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies outstanding securities or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer disposition of IBTX Common Stock, capital stock or other voting or equity any outstanding securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsof the NEWBRIDGE Material Subsidiaries.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Vitalink consists of 100,000,000 30,000,000 shares of IBTX Vitalink Common Stock, Stock and 10,000,000 shares of preferred stockPreferred Stock (the "Vitalink Preferred Stock"). As of August 26, par value $0.01 per share1996, there were 13,979,700 shares of Vitalink Common Stock and after giving effect no shares of Vitalink Preferred Stock outstanding and no shares of Vitalink Common Stock were held in Vitalink's treasury; and except for shares which were reserved for issuance and which may have been issued pursuant to the IBTX Certificate Amendment the authorized following sentence there have been no issuances of capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stockVitalink since August 26, par value $0.01 per share1996. As of December 4August 26, 20191996, there were (i) 42,951,306 1,070,300 shares of IBTX Vitalink Common Stock issued were reserved for issuance upon the exercise of outstanding options and outstandingoptions (the "Vitalink Options") which may be granted under the stock option plans of Vitalink (the "Vitalink Option Plans"), including 283,812 100,000 shares of IBTX Vitalink Common Stock granted in respect were reserved for issuance to four former shareholders of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) an acquired business, and no other shares of IBTX Vitalink Common Stock held in treasury; (iii) 1,436,131 shares of IBTX are reserved for any purpose. Except for the Vitalink Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As upon exercise of the date of Vitalink Options and as contemplated by this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no not any existing options, warrants, calls, subscriptions, or other rights or other agreements or commitments obligating Vitalink to issue, transfer or sell any shares of capital stock of Vitalink or any of its Subsidiaries or any other voting securities convertible into or equity interests evidencing the right to subscribe for any such shares. There are no outstanding stock appreciation rights with respect to the capital stock of IBTX issued, reserved for issuance Vitalink or outstandingany of its Subsidiaries. All the issued and outstanding shares of IBTX Vitalink Common Stock have been are duly authorized and validly issued issued, fully paid and are fully paid, nonassessable and free have not been issued in violation of preemptive rights, with no personal liability attaching to the ownership thereof. There (nor are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, authorized shares of capital stock or other voting or equity securities of or ownership interest in IBTXof, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity interests in, Vitalink subject to) any preemptive or voting securities similar rights created by statute, the Certificate of Incorporation or ownership interests By-Laws of Vitalink or any agreement to which Vitalink is a party or bound. The Vitalink Common Stock to be issued in IBTX accordance with Section 2.01 of this Agreement, when so issued, will be duly authorized and validly issued, fully paid and nonassessable. (b) There are no obligations, contingent or that otherwise obligate IBTX otherwise, of Vitalink to issue, transfer, sell, purchase(i) repurchase, redeem or otherwise acquire, acquire any shares of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Vitalink Common Stock; or (ii) provide funds to, capital stock or other voting or equity securities or ownership interests of IBTX or granting make any shareholder or other person any registration rights.investment in (in the form B-14

Capitalization. (a) The authorized capital stock of IBTX as NewMil consists of 20,000,000 shares of NewMil Common Stock. As of the date of this Agreement consists of 100,000,000 hereof, there are (x) 4,074,102 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX NewMil Common Stock issued and outstanding, including 283,812 outstanding and 1,916,036 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX NewMil Common Stock held in treasury; NewMil’s treasury and (iiiy) 1,436,131 285,132 shares of IBTX NewMil Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares upon exercise of preferred outstanding stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting options or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstandingotherwise. All of the issued and outstanding shares of IBTX NewMil Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There Except for the outstanding options under the NewMil Stock Plans, true, complete and accurate copies of which are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described set forth in this Section 4.2(a), as 3.2 of the date of this Agreement there are no NewMil Disclosure Schedule, NewMil does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock NewMil Common Stock or any other voting equity security of NewMil or any securities representing the right to purchase or otherwise receive any shares of NewMil Common Stock or any other equity securities security of or ownership interest NewMil. The names of the optionees, the date each option to purchase NewMil Common Stock was granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the NewMil Stock Plans are set forth in IBTXSection 3.2 of the NewMil Disclosure Schedule. Except as set forth on Section 3.2 of the NewMil Disclosure Schedule, or contractssince December 31, commitments, understandings or arrangements by which IBTX may become bound to issue additional 2005 NewMil has not issued any shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issuestock, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any securities convertible into or exercisable for any shares of its Subsidiaries) are outstanding. There are no voting trustscapital stock, shareholder agreements, proxies other than director or other agreements in effect to which IBTX employee stock options granted under the NewMil Stock Plans or any shares of its Subsidiaries is a party with respect NewMil Common Stock issuable pursuant to the voting exercise of director or transfer of IBTX Common Stock, capital employee stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsoptions granted under the NewMil Stock Plans.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement HRB consists of 100,000,000 1,000,000,000 shares of IBTX HRB Common Stock, Stock and 10,000,000 1,000,000 shares of preferred stock, no par value $0.01 per sharevalue, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) which no shares of preferred stock are issued and or outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (i) 171,273,432 shares of HRB Common Stock issued and outstanding, (ii) no shares of HRB Common Stock held in treasury, (iii) 3,566,619 shares of HRB Common Stock subject to outstanding compensatory stock options to purchase shares of HRB Common Stock granted by HRB (“HRB Stock Options”), (iv) 1,510,545 shares of HRB Common Stock subject to outstanding restricted stock units in respect of shares of HRB Common Stock granted by HRB (“HRB Restricted Stock Unit Awards”), (v) 757,633 shares of HRB Common Stock subject to outstanding warrants with an exercise price of $0.70 per share of HRB Common Stock (“HRB Warrants”), (vi) 3,783,797 additional shares of HRB Common Stock reserved for issuance pursuant to future HRB Equity Award grants under the HRB Benefit Plans and (vii) no other shares of capital stock or other voting securities or equity interests of IBTX HRB issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX HRB Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX HRB may vote. Except as set forth in Section 4.2(a) of the HRB Disclosure Schedule, no trust preferred or subordinated debt securities of HRB are issued or outstanding. Other than IBTX HRB Stock Options, HRB Restricted Stock Unit Awards and HRB Warrants, in each case, issued prior to the date of this Agreement as described in or permitted by this Section 4.2(a)Agreement, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating HRB to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the foregoing HRB Common Stock or other equity interests of HRB, other than the Voting Agreements and as set forth in Section 4.2(a) of the HRB Disclosure Schedule. Section 4.2(a) of the HRB Disclosure Schedule sets forth a true, correct and complete list of all HRB Stock Options, HRB Restricted Stock Unit Awards and HRB Warrants (collectively, “IBTX SecuritiesHRB Equity Awards”) as of the date hereof specifying, on a holder-by-holder basis, as applicable, (A) the name of each holder, (B) the number of shares subject to each such HRB Equity Award and HRB Warrant, (C) the grant date of each such HRB Equity Award, (D) the HRB Benefit Plan under which such HRB Equity Award was granted, (E) the exercise price for each such HRB Equity Award that is a HRB Stock Option and each HRB Warrant, and any of (F) the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”)expiration date for each such HRB Equity Award that is a HRB Stock Option and each HRB Warrant. Other than the IBTX Restricted Stock Awards (collectively, the “IBTX HRB Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX HRB or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (ai) The authorized capital stock of IBTX as of the date of this Agreement Virata -------------- consists of 100,000,000 (A) 450,000,000 shares of IBTX Virata Common Stock, of which, as of September 28, 2001, 63,871,593shares were issued and 10,000,000 outstanding and 51,261 shares were held in treasury and (B) 5,000,000 shares of preferred stock, par value $0.01 0.001 per share, and after giving effect to of Virata ("Virata Preferred Stock," together with the IBTX Certificate Amendment ---------------------- Virata Common Stock, the authorized capital stock "Virata Capital Stock"), of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) which no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock are issued -------------------- and outstanding. As of From September 28, 2001 to the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital Virata Capital Stock have been issued except pursuant to the exercise of options granted under employee and director stock or other voting securities or equity interests plans of IBTX issued, reserved for issuance or outstandingVirata and its Subsidiaries in effect as of the date hereof (the "Virata Stock Plans"). All of ------------------ the issued and outstanding shares of IBTX Virata Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement there are no Agreement, except pursuant to the terms of options and stock issued pursuant to Virata Stock Plans, Virata ESPP and the Virata Rights, Virata does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock Virata Capital Stock or any other voting or equity securities of Virata or ownership interest any securities of Virata representing the right to purchase or otherwise receive any shares of Virata Capital Stock. As of September 28, 2001, no shares of Virata Capital Stock were reserved for issuance, except for 19,278,820shares of Virata Common Stock reserved for issuance upon the exercise of stock options pursuant to the Virata Stock Plans, 1,464,740shares of Virata Common Stock reserved for issuance under the Virata ESPP, and 500,000 shares of Series A Preferred Stock reserved for issuance in IBTXconnection with the Virata Rights Agreement. Virata has no Voting Debt issued or outstanding. As of September 28, 2001, 13,798,529shares of Virata Common Stock are subject to outstanding Virata Stock Options. Since September 28, 2001, except as permitted by this Agreement, (A) no Virata Common Stock has been issued except in connection with the exercise of issued and outstanding Virata Stock Options and (B) no options, warrants, securities convertible into, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party commitments with respect to the voting issuance of, shares of Virata Common Stock have been issued, granted or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsmade.

Capitalization. (ai) The authorized capital stock of IBTX Tosco consists of (A) 250,000,000 shares of Tosco Common Stock (each of which includes one Tosco Right), of which, as of the date of this Agreement consists of 100,000,000 January 31, 2001, 144,896,342 shares of IBTX Common Stock, were issued and 10,000,000 outstanding and 32,927,172 shares were held in treasury and (B) 12,000,000 shares of preferred stock, par value $0.01 .01 per share, and after giving effect to of Tosco ("Tosco Preferred Stock," together with the IBTX Certificate Amendment Tosco Common Stock, the authorized capital stock "Tosco Capital Stock"), of IBTX will consist of 200,000,000 which no shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock are issued and outstanding. From January 31, including 283,812 shares 2001 to the date of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) this Agreement, no shares of IBTX Common Tosco Capital Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance have been issued except pursuant to future grants under employee and director stock plans of Tosco in effect as of the IBTX equity plans and date hereof (iv) no shares of preferred stock issued and outstandingthe "Tosco Stock Plans"). As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching pursuant to the ownership thereof. There are no bondsterms of options, debenturesstock and restricted units issued pursuant to Tosco Stock Plans, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior pursuant to the date 5 3/4% convertible junior subordinated debentures of this Agreement as described in this Section 4.2(a)Tosco and the 5 3/4% convertible preferred securities of Tosco Financing Trust (together, as of the date of this Agreement there are no "Tosco Toprs") and pursuant to the Tosco Rights, Tosco does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock Tosco Capital Stock or any other voting or equity securities of Tosco or ownership interest in IBTX, any securities of Tosco representing the right to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its capital Tosco Capital Stock. As of January 31, 2001, no shares of Tosco Capital Stock were reserved for issuance, except for 9,010,474 shares of Tosco Common Stock reserved for issuance upon the exercise of stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX options pursuant to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, Tosco Stock Plans and any of the foregoing in respect of Subsidiaries the employee and director savings, compensation and deferred compensation plans described in the Tosco 1999 10-K, 9,113,940 shares of IBTX, collectively, “IBTX Subsidiary Securities”)Tosco Common Stock reserved for issuance upon conversion of the Tosco Toprs and 2,500,000 shares of Series A Junior Participating Preferred Stock reserved for issuance in connection with the Tosco Rights Agreement. Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), Tosco has no equity-based awards (including any cash awards where the amount of payment is determined in whole Voting Debt issued or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement ANNB consists of 100,000,000 (i) 10,000,000 shares of IBTX ANNB Common Stock, of which, as of September 30, 2012, 3,975,471 shares were issued and 10,000,000 outstanding, and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share, of which as of the date hereof 4,076 shares designated as “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” were issued and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareoutstanding. As of December 4September 30, 20192012, there no shares of ANNB Common Stock were held in the ANNB treasury and no shares of the ANNB Series A Preferred Stock were held in the ANNB treasury. As of September 30, 2012, no shares of ANNB Common Stock were reserved for issuance except for (i) 42,951,306 417,588 shares of IBTX ANNB Common Stock reserved for issuance upon the exercise of ANNB Stock Options and ANNB Share Awards issued pursuant to the ANNB Stock Plans (of which 83,414 shares were subject to outstanding ANNB Stock Options and outstanding43,606 shares were subject to outstanding ANNB Share Awards), including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no 299,706 shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX ANNB Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans ANNB Warrant, and (iviii) no 187,028 shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, ANNB Common Stock reserved for issuance or outstandingpursuant to the ESPP. All of the issued and outstanding shares of IBTX ANNB Common Stock have been been, and all shares of ANNB Common Stock that may be issued upon the exercise of the ANNB Stock Options and the ANNB Warrant will be, when issued in accordance with the terms thereof, duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are Except pursuant to this Agreement and the ANNB Stock Plans or as disclosed in Section 3.2 of the ANNB Disclosure Schedule, ANNB does not have, and is not bound by, any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of ANNB Common Stock or any other equity securities of ANNB or any securities representing the right to purchase or otherwise receive any shares of ANNB Common Stock. Set forth in Section 3.2 of the ANNB Disclosure Schedule is a true, correct and complete list of (a) each ANNB Stock Option (such list to include the ANNB Stock Plan or other arrangement under which such options were issued, the number of shares of ANNB Common Stock subject thereto, the vesting schedule thereof and the exercise prices thereof) and (b) each ANNB Share Award (such list to include the number of shares of ANNB Common Stock subject thereto and the vesting schedule thereof) outstanding under the ANNB Stock Plans or otherwise as of September 30, 2012. Since September 30, 2012 through the date hereof, ANNB has not issued or awarded, or authorized the issuance or award of, any options, restricted stock units or other equity-based awards under the ANNB Stock Plans or otherwise. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness that have having the right to vote on any matters on which shareholders of IBTX ANNB may vote. Other than IBTX Restricted Stock Awards vote are issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2016, 210,120,601 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2016, 1,286,025 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2016, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 10,562,311 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement consists of 100,000,000 shares of IBTX Common Stock(the “FNB Stock Plans”), and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no 1,034,533 shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX FNB Common Stock reserved for issuance pursuant to future grants under warrants issued to the IBTX equity plans and Treasury Department (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding“FNB Warrants”). All of the issued and outstanding shares of IBTX FNB Common Stock have been been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bondsExcept pursuant to this Agreement, debenturesthe FNB Stock Plans and the FNB Warrants, notes or other indebtedness that have the right to vote on FNB is not bound by any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock FNB Common Stock or any other voting or equity securities of FNB or ownership interest in IBTX, any securities representing the right to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its capital stock or other equity or voting securities FNB Common Stock. The shares of or ownership interests in IBTX or that otherwise obligate IBTX FNB Common Stock to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect be issued pursuant to the voting or transfer Merger have been duly authorized and, when issued and delivered in accordance with the terms of IBTX Common Stockthis Agreement, capital stock or other voting or equity securities or ownership interests will be validly issued, fully paid, nonassessable and free of IBTX or granting any shareholder or other person any registration preemptive rights.

Capitalization. (a) The authorized capital stock of IBTX as As of the date of this Agreement Agreement, the authorized capital stock of ACQUIROR consists of 100,000,000 (a) 22,400,000 shares of IBTX ACQUIROR Common Stock, Stock and 10,000,000 (b) 2,000,000 shares of preferred stock, par value $0.01 0.001 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareshare ("ACQUIROR Preferred Stock"). As of December 4, 2019, there were the date of this Agreement: (i) 42,951,306 1,158,249 shares of IBTX ACQUIROR Common Stock are issued and outstanding, including 283,812 shares all of IBTX Common Stock granted in respect which are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, common law, ACQUIROR's Certificate of outstanding restricted stock awards (“IBTX Restricted Stock Awards”)Incorporation or By-Laws, or any agreement to which ACQUIROR is a party or is bound or otherwise; (ii) no shares of IBTX ACQUIROR Common Stock are held in treasury; (iii) 1,436,131 241,636 shares of IBTX ACQUIROR Common Stock are reserved for future issuance pursuant to future grants under the IBTX equity plans outstanding warrants; and (iv) no 7,933 shares of preferred ACQUIROR Common Stock are reserved for future issuance pursuant to outstanding stock options issued to certain officers, employees, directors, consultants and outstandingother persons. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or ACQUIROR Preferred Stock are issued and outstanding. All the issued and outstanding The shares of IBTX ACQUIROR Common Stock to be issued in the Merger have been duly authorized and, when issued in accordance with the Merger, will be validly issued, fully paid and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereofnonassessable. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement Agreement, there are no outstanding subscriptions, options, warrantswarrants or other rights (including registration rights), stock appreciation rightsagreements, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, arrangements or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries ACQUIROR is a party relating to, to the issued or securities or rights convertible or exchangeable into or exercisable for, shares of unissued capital stock or other voting or equity securities of ACQUIROR to grant, issue or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional sell any shares of its the capital stock or other equity or voting securities of ACQUIROR, by sale, lease, license or ownership interests otherwise, except (A) as disclosed in IBTX Section 6.3 of the ACQUIROR Disclosure Schedule and (B) for options to purchase ACQUIROR Common Stock under ACQUIROR's existing stock option plans to the extent stock options for such shares thereunder have not yet been granted. As of the date of this Agreement, there are no obligations, contingent or that otherwise obligate IBTX otherwise, of ACQUIROR to issue, transfer, sell, purchaserepurchase, redeem or otherwise acquire, acquire any shares of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX ACQUIROR Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX Yadkin consists of 33,333,333 shares of common stock, of which, as of the date of this Agreement consists of 100,000,000 (the “Yadkin Capitalization Date”), 13,728,989 shares of IBTX Yadkin Common Stock were issued and outstanding and 654,997 shares of Non-Voting Common Stock (the “Yadkin Non-Voting Common Stock”), and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no 1,000,000 shares of preferred stock (the “Yadkin Preferred Stock”), of which, as of the Yadkin Capitalization Date, 24,158 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series T, no par value, stated liquidation amount $1,000 per share (the “Yadkin Series T Preferred Stock”) were issued and outstanding and 4,247 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series T-ACB, no par value, stated liquidation amount $1,000 per share, of Yadkin (the “Yadkin Series T-ACB Preferred Stock”) were issued and outstanding. As of the date of this AgreementYadkin Capitalization Date, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital Yadkin Common Stock or Yadkin Preferred Stock were reserved for issuance, except for 51,673 shares of Yadkin Common Stock underlying options currently outstanding; 315,998 shares of Yadkin Common Stock available in connection with future grants of stock or options, restricted stock and other voting securities or equity interests of IBTX issuedequity-based awards, in each case reserved for issuance or outstandingpursuant to the Yadkin Stock Plans; and 654,997 shares of Yadkin Common Stock reserved for issuance in connection with the conversion of the Yadkin Non-Voting Common Stock. The Yadkin Common Stock and the Yadkin Preferred Stock are sometimes collectively referred to herein as the “Yadkin Capital Stock.” All of the issued and outstanding shares of IBTX Common Yadkin Capital Stock have been duly authorized and validly issued and are fully paid, nonassessable non-assessable and free of preemptive rights. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of Yadkin having the right to vote on any matters on which its shareholders may vote are issued or outstanding. Except as set forth in Section 3.2(a) of the Yadkin Disclosure Schedule, as of the date of this Agreement, except pursuant to this Agreement, including with respect to the Yadkin Stock Plans as set forth herein, Yadkin does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of, or the payment of any amount based on, any shares of Yadkin Capital, or any other equity securities of Yadkin or any securities representing the right to purchase or otherwise receive any shares of Yadkin Capital Stock, or other equity securities of Yadkin. As of the date of this Agreement, there are no contractual obligations of Yadkin or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Yadkin or any equity security of Yadkin or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of Yadkin or its Subsidiaries or (ii) pursuant to which Yadkin or any of its Subsidiaries is or could be required to register shares of Yadkin capital stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”). The shares of Yadkin Common Stock to be issued pursuant to the Mergers will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are Other than as set forth on Section 3.2(a) of the Yadkin Disclosure Schedule, no bonds, debentures, notes options or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards are outstanding as of the Yadkin Capitalization Date. Except as set forth on Section 3.2(a) of the Yadkin Disclosure Schedule, since December 31, 2012 through the date hereof, Yadkin has not (including A) issued or repurchased any cash awards where the amount shares of payment is determined in whole Yadkin Capital Stock, or in part based on the price other equity securities of Yadkin or (B) issued or awarded any capital stock of IBTX options, restricted shares or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to equity-based awards under the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsYadkin Stock Plans.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Cameron consists of 100,000,000 400,000,000 shares of IBTX Cameron Common Stock, Stock and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareshare (“Cameron Preferred Stock”). As of December 4August 21, 20192015, there were (i) 42,951,306 190,615,263 outstanding shares of IBTX Cameron Common Stock issued and outstanding, including 283,812 72,496,209 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Cameron Common Stock held in treasury; the treasury of Cameron, (iiiii) 1,436,131 3,739,386 shares of IBTX Cameron Common Stock reserved for issuance pursuant to future grants upon exercise of outstanding Cameron Options, (iii) 1,233,874 shares of Cameron Common Stock reserved for issuance under the IBTX equity plans and outstanding Cameron Restricted Stock Unit Awards, (iv) no 115,099 shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, Cameron Common Stock reserved for issuance under outstanding Cameron Deferred Stock Unit Awards, (v) 562,794 shares of Cameron Common Stock reserved for issuance under outstanding Cameron Performance Share Awards, (vi) 67,977 shares of Cameron Common Stock (rounded up to the nearest whole share) reserved for issuance under outstanding phantom shares under the Cameron International Corporation Deferred Compensation Plan, the Cameron International Deferred Compensation Plan for Non-Employee Directors and the OneSubsea LLC Nonqualified Deferred Compensation Plan (collectively, the “Cameron Deferred Compensation Plans”), which are payable in whole or outstandingin part in shares of Cameron Common Stock, (vii) no issued or outstanding shares of restricted Cameron Common Stock the restrictions on which have not previously lapsed and (viii) no issued or outstanding shares of Cameron Preferred Stock. All of the issued and outstanding shares of IBTX Cameron Common Stock have been duly authorized and validly issued and are fully paid, nonassessable paid and free of preemptive rights, with no personal liability attaching to the ownership thereofnonassessable. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement Except as described set forth in this Section 4.2(a)5.3 and except for changes since the close of business on August 21, 2015 resulting from the exercise of employee stock options or settlement of Cameron Restricted Stock Unit Awards, Cameron Deferred Stock Unit Awards or Cameron Performance Share Awards outstanding on such date or other securities issued as of the date of this Agreement permitted by Section 8.1, there are outstanding (A) no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of Cameron, (B) no Cameron Options and (C) (1) no options, warrants or other rights to acquire from Cameron any capital stock, voting securities or other ownership interest in IBTXinterests in, or contractsany securities convertible into or exchangeable for capital stock, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX in, Cameron and (2) no preemptive or that otherwise obligate IBTX similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Cameron, obligating Cameron to issue, transfertransfer or sell any capital stock, sellvoting securities or other ownership interests in, purchaseor any securities convertible into or exchangeable for capital stock, redeem voting securities or otherwise acquireother ownership interests in, Cameron or obligating Cameron to grant, extend or enter into any of such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in the foregoing subclauses (collectivelyA), (B) and (C) being referred to collectively as “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Cameron Securities”). Other than Except as required by the IBTX terms of any Cameron Options, Cameron Restricted Stock Unit Awards, Cameron Deferred Stock Unit Awards (collectivelyor Cameron Performance Share Awards outstanding as of the date hereof or issued as permitted by Section 8.1, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There there are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX outstanding obligations of Cameron or any of its Subsidiaries is a party with respect to the voting repurchase, redeem or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting otherwise acquire any shareholder or other person any registration rightsCameron Securities.

Capitalization. (a) The authorized capital stock of IBTX as the Seller consists of 50,000,000 shares of Seller Common Stock and 50,000,000 shares of the date of this Agreement consists of 100,000,000 shares of IBTX Common Stock, and 10,000,000 shares of Seller’s preferred stock, $1.00 par value $0.01 per share(“Seller Preferred Stock”). As of November 4, 2005, (i) 38,205,194 shares of Seller Common Stock were issued and outstanding, all of which were duly authorized, validly issued, fully paid and non-assessable, and after giving effect not issued in violation of any preemptive right of any Seller stockholder, (ii) 7,058,914 shares of Seller Common Stock were held as treasury shares by the Seller, (iii) no shares of Seller Preferred Stock were issued and outstanding, (iv) 781,379 shares of Seller Common Stock were subject to outstanding stock options issued pursuant to the IBTX Certificate Amendment Seller’s stock option plans, and (v) 209,100 shares of issued and outstanding Seller Common Stock were restricted common stock, and there were 139,400 restricted stock units (“RSU”) issued and outstanding in each case under and subject to the Seller’s equity compensation plan. The authorized capital stock of IBTX will consist Gold Banc Trust III, Gold Banc Trust IV and Gold Banc Capital Trust V consists of 200,000,000 shares of IBTX Common Stock common securities and 20,000,000 shares of trust preferred stock, par value $0.01 per share. As of December 4, 2019, there were securities (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (the “IBTX Restricted Stock AwardsTRUPs”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except all of the issued and outstanding common securities are duly authorized, validly issued, fully paid and non-assessable and owned by the Seller. As of the date of this Agreement, $84,000,000 in TRUPs are issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and not issued in violation of any preemptive rights of any Seller stockholder or holder of TRUPs. Except as set forth in the immediately preceding sentenceclauses (iv) and (v), above, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentenceRights Agreement, there are no outstanding Rights relating to the issued or unissued capital stock or other equity interests of the Seller or any Seller Subsidiary or obligating the Seller or any Seller Subsidiary to issue or sell any shares of capital stock or other voting securities or equity interests of IBTX issuedof, reserved for issuance or outstanding. All other equity interests in, the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereofSeller or any Seller Subsidiary. There are no bondsobligations, debenturescontingent or otherwise, notes of the Seller or any Seller Subsidiary to repurchase, redeem or otherwise acquire any shares of Seller Common Stock or the capital stock or other indebtedness that have equity interests of any Seller Subsidiary or to provide funds to or make any investment (in the right to vote on form of a loan, capital contribution or otherwise) in any matters on which shareholders Seller Subsidiary or any other entity, except for loan commitments and other funding obligations entered into in the ordinary course of IBTX may votebusiness. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as Each of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities interests of or ownership interest each Seller Subsidiary are duly authorized, validly issued, fully paid and non-assessable, and not issued in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares violation of its capital stock any preemptive rights of any Seller Subsidiary stockholder or other equity holder, and such shares or voting securities other equity interests owned by the Seller or another Seller Subsidiary are owned free and clear of or ownership interests in IBTX or that otherwise obligate IBTX to issueall security interests, transferliens, sellclaims, purchasepledges, redeem or otherwise acquireagreements, any limitations of the foregoing (collectivelySeller’s voting rights, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole charges or in part based on the price other encumbrances of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsnature whatsoever.

Capitalization. (a) The authorized capital stock of IBTX Polaris consists of 1,000,000,000 shares of Polaris Common Stock, 500,000,000 shares of Polaris Performance Common Stock and 100,000,000 shares of Polaris Preferred Stock. As of the date of this Agreement, (i) 189,056,349 shares of Polaris Common Stock were issued and outstanding (including 5,713,588 shares that are subject to Polaris Time-Based Restricted Stock Awards), (ii) 5,210,113 shares of Polaris Performance Common Stock were issued and outstanding, (iii) no shares of Polaris Preferred Stock were issued and outstanding, (iv) 17,284,020 shares of Polaris Common Stock were reserved for issuance in connection with future grants or awards under the Polaris Stock Plans, (v) 1,935,190 shares of Polaris Common Stock were reserved for issuance in connection with outstanding Polaris Equity Awards (other than Polaris Time-Based Restricted Stock Awards) and (vi) 1,792,044 shares of Polaris Common Stock were reserved for issuance in connection with outstanding Polaris LTIP Units. Polaris has provided to the Other Parties a true and complete list of all outstanding Polaris Equity Awards and Polaris LTIP Units, as of the date of this Agreement, including the name of the recipient and the applicable vesting schedule. The outstanding Polaris Shares have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). Except for Polaris Shares issuable pursuant to the Polaris Stock Plans, Polaris Equity Awards and Polaris LTIP Units, as of the date of this Agreement, there are no Polaris Shares reserved for issuance, Polaris does not have any Rights outstanding with respect to Polaris Shares, and Polaris does not have any commitment to authorize, issue or sell any Polaris Shares or Rights. As of the date of this Agreement, other than the withholding of Polaris Shares to satisfy Tax obligations in respect of Polaris Equity Awards outstanding as of the date of this Agreement in accordance with their terms, Polaris has no commitment to redeem, repurchase or otherwise acquire, or to register with the SEC (other than in connection with the Transactions or as required by the Polaris Fxxxxxxx Letter Agreement), any Polaris Shares. As of the date hereof, the authorized capital stock of New Polaris consists of 100,000,000 1,000 shares of IBTX Common Stockcommon stock, par value $0.01 per share and 10,000,000 500 shares of preferred performance common stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 100 shares of IBTX Common Stock such common stock and 20,000,000 100 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock such performance common stock are issued and outstanding, including 283,812 and Polaris owns all such shares. All New Polaris Common Shares and shares of IBTX Common New Polaris Preferred Stock granted to be issued in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held connection with the Mergers, when so issued in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under accordance with the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date terms of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock have been will be duly authorized and validly issued and are outstanding, fully paidpaid and nonassessable, nonassessable and free of subject to no preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Acquiror consists of 100,000,000 (i) 200,000,000 shares of IBTX Acquiror Class A Common Stock, (ii) 20,000,000 shares of Acquiror Class V Common Stock and 10,000,000 (iii) 1,000,000 shares of preferred stock, par value $0.01 0.0001 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards share (“IBTX Restricted Stock AwardsAcquiror Preferred Stock”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except (A) 23,001,250 shares of Acquiror Class A Common Stock and 5,751,250 shares of Acquiror Class V Common Stock are issued and outstanding (which includes 23,001,250 shares that constitute “Offering Shares” as defined in Section 9.1(b) of the Acquiror Certificate of Incorporation and are subject to Redemption Rights), all of which are validly issued, fully paid, non-assessable and are free and clear of all Liens (other than as set forth in the immediately preceding sentenceOrganizational Documents of Acquiror or restrictions on transfer under applicable federal and state securities Laws) (collectively, and for changes since December 4the “Outstanding Acquiror Shares”), 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (B) no shares of capital stock Acquiror Class A Common Stock or other voting securities or equity interests Acquiror Class V Common Stock are held in the treasury of IBTX issued, Acquiror and (C) 23,725,000 shares of Acquiror Class A Common Stock are reserved for future issuance or outstandingpursuant to Acquiror Warrants. All the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement Agreement, there are no outstanding subscriptions23,725,000 Acquiror Warrants issued and outstanding, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards 12,225,000 Acquiror Warrants are Acquiror Private Warrants (collectively, the “IBTX Equity AwardsOutstanding Acquiror Warrants”). There are no shares of Acquiror Preferred Stock issued and outstanding. Other than 23,725,000 Acquiror Warrants and other than with respect to the conversion and anti-dilution rights of the Acquiror Class V Common Stock set forth in Section 4.3(b) of the Acquiror Certificate of Incorporation, there are no equity-based awards (including any cash awards where the amount of payment is determined in whole options, warrants or in part based on the price convertible, exercisable or exchangeable securities or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of IBTX Acquiror or obligating Acquiror to issue or sell any shares of capital stock of, or other interest convertible, exercisable or exchangeable for any equity interest in, Acquiror or any of its Subsidiaries) are outstandingAffiliates (including following the Closing, the Company). There Acquiror is not a party to, or otherwise bound by, and has not granted, any equity appreciation rights, participations, phantom equity or similar rights whether direct or indirect. Other than the Acquiror Letter Agreement, the Sponsor Agreement and the OpCo LLC Agreement, there are no voting trusts, shareholder voting agreements, proxies proxies, shareholder agreements or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Acquiror Class A Common Stock, capital stock Acquiror Class V Common Stock or any of the equity interests or other voting securities of Acquiror. Except for the Redemption Rights, there are no outstanding contractual obligations of Acquiror to repurchase, redeem or equity securities otherwise acquire any shares of Acquiror Class A Common Stock or ownership interests Acquiror Class V Common Stock. There are no outstanding contractual obligations of IBTX Acquiror to provide funds to, or granting make any shareholder investment (in the form of a loan, capital contribution or other person otherwise) in, any registration rightsPerson.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement SuperMedia consists of 100,000,000 60,000,000 shares of IBTX SuperMedia Common Stock, of which, as of August 17, 2012, 15,666,518 shares were issued and 10,000,000 outstanding and 5,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to of which, as of the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stockdate hereof, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock were issued and outstanding. As of the date of this AgreementAugust 17, except as set forth in the immediately preceding sentence2012, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests SuperMedia Common Stock were held in SuperMedia’s treasury. As of IBTX issuedthe date hereof, no shares of SuperMedia Common Stock were reserved for issuance except for 830,434 shares under the SuperMedia Stock Plans. As of August 17, 2012 (i) 330,540 SuperMedia Stock Options to acquire shares of SuperMedia Common Stock were outstanding pursuant to the SuperMedia Stock Plans or outstandingotherwise, (ii) 375,202 SuperMedia Restricted Shares were outstanding pursuant to the SuperMedia Stock Plans or otherwise, and (iii) 55,776 SuperMedia Stock Units were outstanding and unsettled pursuant to the SuperMedia Stock Plans or otherwise. All of the issued and outstanding shares of IBTX SuperMedia Common Stock have been been, and all shares of SuperMedia Common Stock that may be issued upon the exercise of the SuperMedia Stock Options, the vesting of SuperMedia Restricted Shares or the settlement of SuperMedia Stock Units will be, when issued in accordance with the terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free not subject to, or issued in violation of, any purchase option, redemption, call option, right of first refusal, preemptive rightsright, with no personal liability attaching subscription right or any similar right. Except pursuant to the ownership thereof. There are no bondsSuperMedia Stock Plans, debentures, notes or other indebtedness that SuperMedia does not have the right to vote on and is not bound by any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of SuperMedia Common Stock or any other equity securities of SuperMedia or any securities representing the right to which IBTX purchase or its Subsidiaries is otherwise receive any shares of SuperMedia Common Stock. SuperMedia has provided Dex with a party relating totrue and complete list of all SuperMedia Stock Options, SuperMedia Restricted Shares, SuperMedia Stock Units, and other equity-based awards outstanding under the SuperMedia Stock Plans or otherwise as of August 17, 2012, the number of shares subject to each such award, the grant date of each such award, the vesting schedule of each such award and the exercise price for each such SuperMedia Stock Option. Since April 9, 2012 through the date hereof, SuperMedia has not issued or awarded, or securities authorized the issuance or rights convertible or exchangeable into or exercisable foraward of, shares of any capital stock, options, restricted stock or other voting equity-based awards or equity other securities of convertible into or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its exchangeable for capital stock or other equity or voting securities of or ownership interests in IBTX SuperMedia under the SuperMedia Stock Plans or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstandingotherwise. There are no voting trustsoutstanding bonds, shareholder agreementsdebentures, proxies notes or other agreements in effect indebtedness having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsSuperMedia’s stockholders may vote.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement FleetBoston consists of 100,000,000 2,000,000,000 shares of IBTX FleetBoston Common Stock, of which, as of October 24, 2003, 1,052,745,101 shares were issued and 10,000,000 outstanding, and 16,000,000 shares of preferred stock, $1.00 par value $0.01 per share("FleetBoston Preferred Stock"), of which, as of October 24, 2003, (i) 690,000 shares were authorized and 382,450 shares were issued and outstanding as FleetBoston Series VI 6.75% Perpetual Preferred Stock, and after giving effect to the IBTX Certificate Amendment the (ii) 805,000 shares were authorized capital stock of IBTX will consist of 200,000,000 and 700,000 shares of IBTX Common Stock were issued and 20,000,000 shares of preferred stock, par value $0.01 per shareoutstanding as Series VII 6.60% Cumulative Preferred Stock. As of December 4October 24, 20192003, there no more than 34,196,003 shares of FleetBoston Common Stock were held in FleetBoston's treasury. As of the date hereof, no shares of FleetBoston Capital Stock were reserved for issuance except for (i) 42,951,306 shares of IBTX FleetBoston Common Stock reserved for issuance upon the exercise of FleetBoston Stock Options or FleetBoston SARs issued and outstandingpursuant to the FleetBoston Stock Plans, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no 186,336 shares of IBTX Common Stock held in treasury; reserved for issuance pursuant to a convertible note agreement (the "Convertible Note Agreement"), (iii) 1,436,131 500,000 shares of IBTX Cumulative Participating Junior Preferred Stock, $1.00 par value, reserved for issuance pursuant to the FleetBoston Rights Agreement and (iv) 209,496,275 shares of FleetBoston Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this FleetBoston Stock Option Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX Common FleetBoston Capital Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement there are no Agreement, except pursuant to this Agreement, the FleetBoston Stock Option Agreement, the FleetBoston Stock Plans, the FleetBoston Rights Agreements and the Convertible Note Agreement, FleetBoston does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock FleetBoston Capital Stock or any other voting or equity securities of FleetBoston or ownership interest in IBTX, any securities representing the right to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its capital FleetBoston Capital Stock. FleetBoston has provided Bank of America with a list of (i) the aggregate number of options outstanding under the FleetBoston Stock Plans as of October 21, 2003 and the exercise price for such FleetBoston Stock Options and FleetBoston SARs, (ii) the aggregate number of cash-settled SARs and stock-settled SARs outstanding under the FleetBoston Stock Plans as of October 21, 2003 and (iii) the aggregate number of all FleetBoston Stock-Based Awards outstanding as of October 21, 2003; since October 21, 2003 through the date hereof, FleetBoston has not issued or awarded any options, restricted stock, restricted stock units or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of SARs under the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted FleetBoston Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsPlans.

Capitalization. (ai) The authorized capital stock of IBTX Valero consists of (A) 600,000,000 shares of Valero Common Stock (each of which includes one Valero Right), of which, as of the date of this Agreement consists of 100,000,000 February 28, 2005, 256,645,166 shares of IBTX Common Stock, were issued and 10,000,000 outstanding and 5,462,610 shares were held in treasury and (B) 20,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to of Valero (the IBTX Certificate Amendment “Valero Preferred Stock,” together with the authorized capital stock Valero Common Stock, the “Valero Capital Stock”), of IBTX will consist of 200,000,000 which 10,000,000 shares have been designated as “2% Mandatory Convertible Preferred Stock” (the “Valero Convertible Preferred Stock”) 7,785,224 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there which were (i) 42,951,306 shares of IBTX Common Stock issued and outstandingoutstanding as of April 11, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant 2005. From February 28, 2005, to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital Valero Capital Stock have been issued except pursuant to employee and director stock or other voting securities or equity interests plans of IBTX issued, reserved for issuance or outstandingValero in effect as of the date of this Agreement (the “Valero Stock Plans”). All of the issued and outstanding shares of IBTX Common Valero Capital Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement there are no Agreement, except pursuant to the terms of options and stock issued pursuant to Valero Stock Plans, the Valero Convertible Preferred Stock and pursuant to the Valero Rights, Valero does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Valero Capital Stock or any other equity securities of Valero or any securities representing the right to which IBTX purchase or its Subsidiaries is a party relating tootherwise receive any shares of Valero Capital Stock. As of February 28, 2005, no shares of Valero Capital Stock were reserved for issuance, except for shares of Valero Common Stock reserved for issuance upon the exercise of stock options pursuant to the Valero Stock Plans and in respect of the employee and director savings, compensation and deferred compensation plans described in the Valero 2005 Proxy Statement and the Valero 2004 10-K and upon the conversion of the Valero Convertible Preferred Stock, and shares of Junior Participating Preferred Stock, Series I, reserved for issuance in connection with the Valero Rights Agreement. Valero has no Voting Debt issued or securities outstanding. Valero owns, directly or rights convertible or exchangeable into or exercisable forindirectly, all of the issued and outstanding shares of capital stock or other voting equity ownership interests of each Subsidiary of Valero, free and clear of any Liens, and all of such shares or equity securities ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Subsidiary of Valero has or ownership interest in IBTXis bound by any outstanding subscriptions, options, warrants, calls, commitments or contracts, commitments, understandings agreements of any character calling for the purchase or arrangements by which IBTX may become bound to issue additional issuance of any shares of its capital stock or any other equity security of such Subsidiary or voting any securities of or ownership interests in IBTX or that otherwise obligate IBTX representing the right to issue, transfer, sell, purchase, redeem purchase or otherwise acquire, receive any shares of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or any other voting or equity securities or ownership interests security of IBTX or granting any shareholder or other person any registration rightssuch Subsidiary.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Maxtor consists of 100,000,000 525,000,000 shares of IBTX Maxtor Common Stock, Stock and 10,000,000 95,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to of Maxtor (the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share“Maxtor Preferred Stock”). As of the close of business on December 419, 20192005 (the “Capitalization Date”), there were (i) 42,951,306 255,792,027 shares of IBTX Maxtor Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Maxtor Preferred Stock outstanding and 13,245,738 shares of Maxtor Common Stock held in Maxtor’s treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date close of this Agreementbusiness on the Capitalization Date, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock Maxtor Common Stock or other voting securities Maxtor Preferred Stock were reserved or equity interests to be made available for future issuance, except for 48,622,569 shares of IBTX issuedMaxtor Common Stock reserved or to be made available for future issuance pursuant to the Maxtor Stock Plans, 5,525,557 shares of Maxtor Common Stock reserved or to be made available for future issuance under the Maxtor ESPP, up to 11,068,619 shares of Maxtor Common Stock reserved or to be made available for issuance upon conversion of Maxtor’s 6.80% Convertible Senior Notes due April 30, 2010 (the “6.80% Convertible Notes”) and up to 49,913,502 shares of Maxtor Common Stock reserved or outstandingto be made available for future issuance upon conversion of Maxtor’s 2.375% Convertible Senior Notes due August 15, 2012 (the “2.375% Convertible Notes” or together with the 6.80% Convertible Notes, the “Convertible Notes”). All of the issued and outstanding shares of IBTX Maxtor Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders As of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement Agreement, except (i) as described set forth in Section 4.2(a) of the Maxtor Disclosure Schedule and (ii) as set forth elsewhere in this Section 4.2(a), as of the date of this Agreement there are no Maxtor does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase, sale or issuance of any shares of Maxtor Common Stock or Maxtor Preferred Stock or any other equity securities of Maxtor or any securities representing the right to purchase or otherwise receive any shares of Maxtor capital stock (including any rights plan or agreement). Section 4.2(a) of the Maxtor Disclosure Schedule sets forth a true, complete and correct list of (i) the aggregate number of shares of Maxtor Common Stock issuable upon the exercise of each stock option granted under the Maxtor Stock Plans that was outstanding as of the Capitalization Date and the exercise price for each such Maxtor stock option and (ii) the aggregate number of shares of Maxtor Common Stock issuable upon the conversion of each series of debt securities of Maxtor which IBTX or its Subsidiaries is a party relating toare convertible into, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock Maxtor Common Stock. Since the Capitalization Date, Maxtor has not (i) issued or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional repurchased any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock (other equity than (x) as required under the Indentures, or voting securities (y) upon the exercise of employee stock options or ownership interests in IBTX or that otherwise obligate IBTX upon the settlement of restricted stock units awards granted prior to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”such date), no or (ii) issued or awarded any options, restricted shares or other equity-based awards (including any cash awards where under the amount of payment is determined in whole Maxtor Stock Plans or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsotherwise.

Capitalization. (ai) The authorized capital stock of IBTX Leucadia consists of (i) 600,000,000 shares of Leucadia Common Stock of which, as of the date of this Agreement consists of 100,000,000 March 31, 2008, 222,610,840 shares of IBTX Common Stock, were issued and 10,000,000 outstanding and (ii) 6,000,000 shares of preferred stock, par value $0.01 1.00 per share, of Leucadia, of which no shares were issued and after giving effect to the IBTX Certificate Amendment the authorized capital stock outstanding as of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stockMarch 31, par value $0.01 per share2008. As of December 4March 31, 20192008, Leucadia held 56,886,204 shares of Leucadia Common Stock in its treasury. As of March 31, 2008 there were (i) 42,951,306 22,649,801 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Leucadia Common Stock reserved for issuance pursuant to future grants under in connection with outstanding warrants, the IBTX equity plans Company’s stock option plan and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstandingCompany’s outstanding 3-3/4 % Convertible Senior Subordinated Debt. All of the issued and outstanding shares of IBTX Common Stock Leucadia capital stock have been duly and validly authorized and validly issued and are fully paidpaid and nonassessable, nonassessable and free of are not subject to preemptive rights, with no personal liability attaching to the ownership thereof. There are no No bonds, debentures, notes or other indebtedness that have having the right to vote on any matters on which shareholders the stockholders of IBTX Leucadia may votevote (“Leucadia Voting Debt”) are issued and outstanding. Other than IBTX Restricted Stock Awards issued prior as set forth in this subsection (e) or pursuant to the date of this Agreement as described in this Section 4.2(a)or the 3-3/4 % Convertible Senior Subordinated Debt, as (A) no equity securities or Leucadia Voting Debt of the date Leucadia are or may be required to be issued by reason of this Agreement there are no outstanding subscriptions, any options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, calls or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating towhatsoever, or (B) there are outstanding no securities or rights convertible into or exchangeable into or exercisable for, shares of capital stock or other voting or for any equity securities or Leucadia Voting Debt of or ownership interest in IBTX, or Leucadia and (C) there are no contracts, commitments, understandings or arrangements by which IBTX may become Leucadia is bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX Leucadia Voting Debt or granting options, warrants or rights to purchase or acquire any shareholder additional equity securities or other person any registration rightsLeucadia Voting Debt.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Xenith consists of 100,000,000 shares of IBTX Xenith Common Stock, par value $1.00 per share, and 10,000,000 25,000,000 shares of preferred stock, par value $0.01 1.00 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) which no shares of preferred stock are issued and or outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (i) 13,067,356 shares of Xenith Common Stock issued and outstanding, which number includes 128,539 shares of Xenith Common Stock granted in respect of outstanding Xenith Restricted Stock Awards, (ii) no shares of Xenith Common Stock held in treasury, (iii) 728,052 shares of Xenith Common Stock subject to outstanding Xenith Stock Options, (iv) 147,082 shares of Xenith Common Stock subject to outstanding Xenith Restricted Stock Unit Awards, (v) 563,760 shares of Xenith Common Stock subject to outstanding warrants to purchase Xenith Common Stock with an exercise price of $11.49 per share of Xenith Common Stock (“Xenith Warrants”), (vi) 925,517 additional shares of Xenith Common Stock reserved for issuance pursuant to the Xenith Benefit Plans and (vii) no other shares of capital stock or other voting securities or equity interests of IBTX Xenith issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX Xenith Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX Xenith may vote. No trust preferred or, except as set forth in Section 3.2(a) of the Xenith Disclosure Schedule, subordinated debt securities of Xenith are issued or outstanding. Other than IBTX Xenith Stock Options, Xenith Restricted Stock Unit Awards and Xenith Warrants, in each case, issued prior to the date of this Agreement as described and set forth in this Section 4.2(a3.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating Xenith to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the foregoing Xenith Common Stock or other equity interests of Xenith, other than the Voting Agreements and as set forth in Section 3.2(a) of the Xenith Disclosure Schedule. Section 3.2(a) of the Xenith Disclosure Schedule sets forth a true, correct and complete list of all Xenith Equity Awards and Xenith Warrants outstanding as of the date hereof specifying, on a holder-by-holder basis, as applicable, (collectivelyA) the name of each holder, “IBTX Securities”(B) the number of shares subject to each such Xenith Equity Award and Xenith Warrant, (C) the grant date of each such Xenith Equity Award, (D) the Xenith Benefit Plan under which such Xenith Equity Award was granted, (E) the exercise price for each such Xenith Equity Award that is a Xenith Stock Option and each Xenith Warrant, and any of (F) the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”)expiration date for each such Xenith Equity Award that is a Xenith Stock Option and each Xenith Warrant. Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Xenith Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX Xenith or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX BancPlus consists of 40,000,000 shares of BancPlus Common Stock, par value of $1.00 per share, of which, as of the date of this Agreement consists of 100,000,000 Agreement, 10,111,045 shares of IBTX Common Stockwere issued and outstanding, and 10,000,000 shares of preferred stock, no par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of share (such preferred stock, par value $0.01 per share. As of December 4together with the BancPlus Common Stock, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (the “IBTX Restricted Stock AwardsBancPlus Capital Stock”); (ii) no shares , none of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock which are issued and outstanding. As of the date of this Agreementhereof, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, BancPlus Capital Stock were reserved for issuance or outstandingexcept for 250,000 shares of BancPlus Common Stock reserved for issuance pursuant to the equity-based compensation plans of BancPlus (the “BancPlus Stock Plans”) listed in Section 3.2(a) of the BancPlus Disclosure Schedule, some of which has already been issued as detailed therein. All of the issued and outstanding shares of IBTX BancPlus Capital Stock have been, and upon issuance of the BancPlus Common Stock have been constituting the Aggregate Stock Consideration will be, duly authorized and authorized, validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bondsAll of the BancPlus Stock Plans have been approved by the BancPlus’s shareholders, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as extent such shareholder approval is required under the Code. As of the date of this Agreement there are Agreement, except as provided in Section 3.2(a) of the BancPlus Disclosure Schedule, no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, trust preferred securities (the “BancPlus Trust Preferred Securities”) or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity subordinated debt securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX BancPlus or any of its Subsidiaries are issued and outstanding. As of the date of this Agreement, BancPlus is a party {JX489484.11} PD.35183901.7 not deferring interest payments with respect to any of the voting BancPlus Trust Preferred Securities or transfer related junior subordinated debt securities issued by it or any of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsits affiliates.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Fox Chase consists of 100,000,000 60,000,000 shares of IBTX Common Stockcommon stock, $0.01 par value per share, and 10,000,000 1,000,000 shares of preferred stock, $0.01 par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except there are (a) 11,598,869 shares of Fox Chase Common Stock issued and outstanding, (b) 3,141,201 shares of Fox Chase Common Stock held by Fox Chase as set forth in Treasury Stock, (c) 477,316 shares of Fox Chase Common Stock which have been allocated under the immediately preceding sentenceESOP, (d) 486,451 shares of Fox Chase Common Stock which are Suspense Shares, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (e) no other shares of capital stock or other voting securities or equity interests of IBTX Fox Chase issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX Fox Chase Common Stock have been duly authorized and validly issued and issued, are fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have having the right to vote on any matters on which shareholders may vote (“Voting Debt”) of IBTX may voteFox Chase, nor any trust preferred or subordinated debt securities of Fox Chase, are issued or outstanding. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there There are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to which IBTX the issued or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of unissued capital stock or other voting or equity securities of or ownership interest in IBTXFox Chase, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating Fox Chase to issue, transfer, sell, purchase, redeem redeem, or otherwise acquire, any to register under the Securities Act and the rules and regulations of the foregoing (collectivelySEC thereunder, “IBTX Securities”or to pay a dividend on any such securities. Except for the Fox Chase Affiliate Letters, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There there are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX the Fox Chase Common Stock or other equity interests of Fox Chase. Fox Chase Disclosure Schedule 4.2(a) sets forth the name of each holder and the number of outstanding options or other rights to purchase, and securities convertible or exchangeable into Fox Chase Common Stock or Fox Chase Preferred Stock, capital stock or other voting or equity securities or ownership interests the number of IBTX or granting any shareholder or other person any registration rightsshares each holder may acquire pursuant to the exercise of such options, the grant and vesting dates, and the exercise price relating to the options held.

Capitalization. (a) The As of January 31, 2020, the authorized capital stock of IBTX as Camber consisted of the date of this Agreement consists of 100,000,000 5,000,000 shares of IBTX Camber Common Stock, Stock and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 0.001 per share. As of December 4January 31, 20192020, there were (i) 42,951,306 5,000,000 shares of IBTX Camber Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Camber Common Stock held in treasury; (iii) 1,436,131 38 shares of IBTX Camber Common Stock reserved for issuance pursuant upon the exercise of warrants or options to future grants under the IBTX equity plans and purchase shares of Camber Common Stock (“Camber Stock Options”); (iv) no 2,294 shares of preferred stock issued Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) of Camber; and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (v) no other shares of capital stock or other voting securities or equity interests of IBTX Camber issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX Camber Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders stockholders of IBTX Camber may vote. Other than IBTX Restricted Camber Stock Awards Options (collectively, “Camber Equity Awards”) issued prior to the date of this Agreement February 3, 2020 as described in this Section 4.2(a3.2(a), as of February 3, 2020 or set forth in Section 3.2(a) of the date of this Agreement Camber Disclosure Schedule, there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTXCamber, or contracts, commitments, understandings or arrangements by which IBTX Camber may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX Camber, or that otherwise obligate IBTX Camber to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Camber Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Camber Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX Camber or any of its SubsidiariesCamber Subsidiary) are outstandingoutstanding as of February 3, 2020. There are no voting trusts, shareholder stockholder agreements, proxies or other agreements in effect to which IBTX Camber or any of its Subsidiaries Camber Subsidiary is a party with respect to the voting or transfer (including preemptive rights, anti-dilutive rights, rights of IBTX first refusal or similar rights, puts or calls) of Camber Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX Camber or granting any shareholder stockholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement TCG currently consists of 100,000,000 45,000,000 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX TCG Common Stock and 20,000,000 10,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019the date hereof, there were (i) 42,951,306 30,692,187 shares of IBTX TCG Common Stock issued issued, including 1,357,998 shares of TCG Common Stock held in treasury, and 29,334,189 shares of TCG Common Stock outstanding, including 283,812 373,553 shares of IBTX TCG Common Stock granted in respect of outstanding restricted stock awards (“IBTX TCG Restricted Stock Awards”); , (ii) no 4,000,000 shares of IBTX Common TCG Series A Preferred Stock held in treasury; issued and outstanding, (iii) 1,436,131 78,623 shares of IBTX TCG Series B Preferred Stock issued and outstanding, (iv) 1,282,674 shares of TCG Nonvoting Preferred Stock issued and outstanding, (v) 505,479 shares of TCG Common Stock reserved for issuance pursuant to future grants under upon the IBTX equity plans exercise of outstanding TCG Warrants, (vi) 684,338 shares of TCG Common Stock reserved for issuance upon the exercise of outstanding TCG Stock Options, and (ivvii) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no other shares of capital stock or other voting securities or equity interests of IBTX TCG issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX TCG Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders stockholders of IBTX TCG may vote. Other than IBTX Restricted Stock Awards issued prior to Except for the date of this Agreement Trust Preferred Securities and related junior subordinated debentures or as described disclosed in this Section 4.2(a)the TCG Reports, as of the date of this Agreement Agreement, no trust preferred or subordinated debt securities of TCG or any of its Subsidiaries are issued or outstanding. Other than TCG Nonvoting Preferred Stock, TCG Warrants and TCG Stock Options outstanding on the date of this Agreement, there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating TCG to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. To the knowledge of TCG, there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the foregoing (collectively, “IBTX Securities”, and any TCG Common Stock or other equity interests of TCG. Section 3.2(a) of the foregoing in respect TCG Disclosure Schedule sets forth a true, correct and complete list of Subsidiaries all TCG Warrants, TCG Stock Options and TCG Restricted Stock Awards outstanding as of IBTXthe date hereof specifying, collectivelyon a holder-by-holder basis, “IBTX Subsidiary Securities”)(i) the name of each holder, (ii) the number of shares subject to each such TCG Warrant, TCG Stock Option and TCG Restricted Stock Award, (iii) the grant date of each such TCG Warrant, TCG Stock Option and TCG Restricted Stock Award and (iv) the exercise price for each such TCG Warrant and TCG Stock Option. Other than the IBTX TCG Warrants, TCG Stock Options and TCG Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX TCG or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or Neither TCG nor any of its Subsidiaries is a party currently deferring interest payments with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity any trust preferred securities or ownership interests related debentures issued by it or any of IBTX or granting any shareholder or other person any registration rightsits affiliates.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Acquirer consists of 100,000,000 120,000,000 shares of IBTX Acquirer Common Stock, Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 .0001 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 which there are designated 500,000 shares of IBTX Common Series A Participating Preferred Stock and 20,000,000 the remaining shares of preferred stock, par value $0.01 per sharewhich have not been designated. As of December 4May 31, 20191999, there were (i) 42,951,306 52,752,810 shares of IBTX Acquirer Common Stock were issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Series A Participating Preferred Stock held (all of which are reserved for issuance in treasury; accordance with the Rights Agreement (the "ACQUIRER RIGHTS AGREEMENT") dated as of May 14, 1997, between Acquirer and The First National Bank of Boston, as Rights Agent, pursuant to which Acquirer has issued Rights (the "ACQUIRER RIGHTS") to purchase Series A Participating Preferred Stock) were issued and outstanding, and (iii) 1,436,131 no shares of IBTX Acquirer Common Stock were held in the treasury of Acquirer or any of its Subsidiaries. As of June 21, 1999, 30,734,468 shares of Acquirer Common Stock are reserved for issuance pursuant to future grants under Acquirer's plans identified in the IBTX equity Acquirer Disclosure Letter as being the only compensation or benefit plans and (iv) no or agreements pursuant to which shares of preferred Acquirer Common Stock may be issued (collectively, the "ACQUIRER STOCK OPTION PLANS"), of which stock options to purchase 15,730,732 shares of Acquirer Common Stock have been granted and are outstanding (of which options to purchase an aggregate of 6,283,522 shares were exercisable). All the outstanding shares of Acquirer's capital stock are, and all shares of Acquirer Common Stock that may be issued pursuant to the exercise of outstanding employee stock options and outstandingconvertible securities will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. As of the date of this Agreement, except Except as set forth disclosed in the immediately preceding sentence, Acquirer Disclosure Letter and except for changes since December 4the close of business on May 31, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence1999, there are outstanding (x) no shares of capital stock or other voting securities or equity interests of IBTX issuedAcquirer, reserved for issuance or outstanding. All the issued and outstanding shares (y) no securities of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights Acquirer convertible into or exchangeable into or exercisable for, for shares of capital stock or other voting or equity securities of Acquirer, and (z) no options, warrants or ownership interest in IBTXother rights to acquire from Acquirer, and no preemptive or contractssimilar rights, commitmentssubscription or other rights, understandings convertible securities, agreements, arrangements or arrangements by which IBTX may become bound commitments of any character, relating to issue additional shares of its the capital stock of Acquirer, obligating Acquirer to issue, transfer or other equity sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Acquirer or ownership interests obligating Acquirer to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in IBTX clauses (x), (y) and (z) being referred to collectively as the "ACQUIRER SECURITIES"). Except as set forth in the Acquirer Disclosure Letter, there are no outstanding obligations of Acquirer or that otherwise obligate IBTX any of its Subsidiaries to issue, transfer, sell, purchaserepurchase, redeem or otherwise acquire, acquire any of the foregoing (collectively, “IBTX Acquirer Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder not as of the date hereof and there will not be at the Effective Time any stockholder agreements, proxies voting trusts or other agreements in effect or understandings to which IBTX Acquirer or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of the capital stock of Acquirer or any agreements, arrangements, or other understandings to which Acquirer or any of its Subsidiaries is a party or by which it is bound that will limit in any way the solicitation of proxies by or on behalf of Acquirer from, or the casting of votes by, the stockholders of Acquirer with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsMerger.

Capitalization. (a) The authorized capital stock of IBTX Seller consists of 50,000,000 shares of Seller Common Stock, of which, as of the date of this Agreement consists of 100,000,000 (the “Seller Capitalization Date”), 2,849,841 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 2,000,000 shares of IBTX Mandatorily Convertible Non-Voting Common Stock granted in respect of outstanding restricted stock awards Shares (the “IBTX Restricted Stock AwardsSeller Non-Voting Common Stock”); (ii) , of which, as of the Seller Capitalization Date, no shares were issued and outstanding, and 2,000,000 Preferred Shares (the “Seller Preferred Stock”), of IBTX Common Stock held in treasury; (iii) 1,436,131 which, as of the Seller Capitalization Date, 17,949 shares of IBTX Common Seller Series A Preferred Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock were issued and outstanding. As of the date of this AgreementSeller Capitalization Date, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital Seller Common Stock, Seller Non-Voting Common Stock or Seller Preferred Stock were reserved for issuance, except for 3,500 shares of Seller Common Stock underlying options currently outstanding; 386,600 shares of Seller Common Stock available in connection with future grants of stock or options, restricted stock and other voting securities or equity interests equity-based awards (of IBTX issuedwhich 55,000 shares have been approved for issuance in the form of performance-based restricted stock grants), in each case reserved for issuance or outstandingpursuant to the Seller Stock Plans; 144,984 shares of Seller Common Stock reserved for issuance in connection with a warrant granted to the Treasury Department; and no shares of Seller Common Stock reserved for issuance in connection with the conversion of the Seller Non-Voting Common Stock. The Seller Common Stock, the Seller Non-Voting Common Stock, and the Seller Preferred Stock are sometimes collectively referred to herein as the “Seller Capital Stock.” All of the issued and outstanding shares of IBTX Common Seller Capital Stock have been duly authorized and validly issued and are fully paid, nonassessable non-assessable and free of preemptive rights. As of the date of this Agreement, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have of Seller having the right to vote on any matters on which its shareholders may vote are issued or outstanding. Except as set forth in Section 3.2(a) of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a)Seller Disclosure Schedule, as of the date of this Agreement there are no Agreement, except pursuant to this Agreement, including with respect to the Seller Stock Plans as set forth herein, Seller does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation calls, rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase or issuance of, or the payment of any amount based on, any shares of Seller Capital, or any other equity securities of Seller or any securities representing the right to which IBTX purchase or otherwise receive any shares of Seller Capital Stock, or other equity securities of Seller. As of the date of this Agreement, there are no contractual obligations of Seller or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Seller or any equity security of Seller or its Subsidiaries is a party relating to, or any securities representing the right to purchase or rights convertible or exchangeable into or exercisable for, otherwise receive any shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or any other equity security of Seller or voting securities of its Subsidiaries or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiariesii) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect pursuant to which IBTX Seller or any of its Subsidiaries is a party with respect or could be required to the voting or transfer register shares of IBTX Common Stock, Seller capital stock or other voting securities under the Securities Act of 1933, as amended (the “Securities Act”). Other than as set forth on Section 3.2(a) of the Seller Disclosure Schedule, no options or other equity-based awards are outstanding as of the Seller Capitalization Date. Except as set forth on Section 3.2(a) of the Seller Disclosure Schedule, since December 31, 2011 through the date hereof, Seller has not (A) issued or repurchased any shares of Seller Capital Stock, or other equity securities of Seller or ownership interests of IBTX (B) issued or granting awarded any shareholder options, restricted shares or any other person any registration rightsequity-based awards under the Seller Stock Plans.

Capitalization. (a) The As of the date hereof, the authorized shares of capital stock of IBTX as Marigold consist solely of the date (i) 5,000,000 Marigold Preferred Shares, and (ii) 95,000,000 Marigold Common Shares, consisting of this Agreement consists of 100,000,000 (A) 80,000,000 shares of IBTX Marigold Common Stock, ; and 10,000,000 (B) 15,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Marigold Class B Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareStock. As of December 4the close of business on September 3, 2019, there were 2015 (ithe “Capitalization Date”) 42,951,306 37,634,962 shares of IBTX Marigold Common Stock were issued and outstanding, including 283,812 6,961,816 shares of IBTX Marigold Class B Common Stock granted in respect were issued and outstanding and no Marigold Preferred Shares were issued or outstanding. From the close of outstanding restricted stock awards business on the Capitalization Date through the date hereof, there have been no issuances of Marigold Common Shares or Marigold Preferred Shares other than (“IBTX Restricted i) issuances of shares of Marigold Common Stock Awards”); upon the conversion of shares of Marigold Class B Common Stock, or (ii) no issuances of shares of IBTX Marigold Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares exercise or settlement of preferred stock issued and outstandingMarigold Equity Grants outstanding as of the Capitalization Date. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no 24,433,023 shares of capital stock Marigold Common Stock are held in Marigold’s treasury and no other shares are owned, directly or other voting securities indirectly, by Marigold or equity interests any of IBTX issued, reserved for issuance or outstandingthe Marigold Subsidiaries. All of the issued and outstanding shares of IBTX Marigold Common Stock Shares have been duly authorized and validly issued and issued, are fully paid, nonassessable nonassessable, and free of preemptive rights, and have been issued in compliance with no personal liability attaching to the ownership thereofall applicable securities Laws. There are no bonds, debentures, notes or other indebtedness that have Except (i) for the right of holders of shares of Marigold Class B Common Stock to vote on any matters on which shareholders convert to shares of IBTX may vote. Other than IBTX Restricted Marigold Common Stock Awards issued prior to the date of this Agreement and (ii) as described set forth in this Section 4.2(a), as 3.2(b) of the date Marigold Disclosure Letter, neither Marigold nor any of this Agreement there are no the Marigold Subsidiaries has been or is bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the sale or issuance of any shares representing capital stock or any other equity securities of Marigold or any rights to which IBTX purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, otherwise receive any shares of capital stock or any other voting or equity securities of or ownership interest in IBTXMarigold, or contractsany securities exercisable, commitmentsconvertible or exchangeable for, understandings or arrangements by the value of which IBTX may become bound to issue additional shares is determined in reference to, any such shares, interests or securities. Except as set forth in Section 3.2(b) of its capital the Marigold Disclosure Letter, as of the date hereof, there are no options, restricted stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX issued by Marigold or any of its Subsidiaries) are outstandingMarigold Subsidiary currently outstanding under the Marigold Benefit Plans or otherwise. There are no voting trustsoutstanding bonds, shareholder agreementsdebentures, proxies notes or other Indebtedness of Marigold or any Marigold Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of capital stock of Marigold may vote. There are no outstanding agreements in effect to which IBTX or other obligations of Marigold or any of its the Marigold Subsidiaries is a party with respect to requiring the voting or transfer registration for sale of IBTX any Marigold Common StockShares, capital stock Marigold Preferred Shares or other voting Equity Interests in Marigold or equity securities or ownership interests any of IBTX or granting any shareholder or other person any registration rightsthe Marigold Subsidiaries.

Capitalization. (a) The authorized capital stock of IBTX FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2015, 176,434,735 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2015, 1,147,755 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2015, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 2,018,510 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement consists of 100,000,000 shares of IBTX Common Stock(the “FNB Stock Plans”), and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no 1,021,971 shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX FNB Common Stock reserved for issuance pursuant to future grants under warrants issued to the IBTX equity plans and Treasury Department (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding“FNB Warrants”). All of the issued and outstanding shares of IBTX FNB Common Stock have been been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bondsExcept pursuant to this Agreement, debenturesthe FNB Stock Plans and the FNB Warrants, notes or other indebtedness that have the right to vote on FNB is not bound by any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock FNB Common Stock or any other voting or equity securities of FNB or ownership interest in IBTX, any securities representing the right to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its capital stock or other equity or voting securities FNB Common Stock. The shares of or ownership interests in IBTX or that otherwise obligate IBTX FNB Common Stock to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect be issued pursuant to the voting or transfer Merger have been duly authorized and, when issued and delivered in accordance with the terms of IBTX Common Stockthis Agreement, capital stock or other voting or equity securities or ownership interests will be validly issued, fully paid, nonassessable and free of IBTX or granting any shareholder or other person any registration preemptive rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement CBI consists of 100,000,000 16,000,000 shares of IBTX CBI Common Stock, Stock and 10,000,000 2,000,000 shares of preferred stock, no par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As At the close of business on December 431, 20191995, there were 10,060,685 shares of CBI Common Stock outstanding and no shares of CBI preferred stock outstanding. On December 31, 1995, no shares of CBI Common Stock or CBI preferred stock were reserved for issuance, except that (i) 42,951,306 305,846 shares of IBTX CBI Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock were reserved for issuance pursuant to future grants under CBI's dividend reinvestment and stock purchase plan (the IBTX equity plans "CBI DRIP"), (ii) 2,125,110 shares of CBI Common Stock were reserved for issuance upon the exercise of stock options pursuant to the 1990 Stock Incentive Plan and the Directors Stock Option Plan (the "CBI Stock Plans"), (iii) 400,000 shares of CBI Series A junior participating preferred stock, no par value, were reserved for issuance upon exercise of the rights (the "CBI Rights") distributed to holders of CBI Common Stock pursuant to the Rights Agreement, dated as of June 30, 1995, between CBI and First Interstate Bank of California, as Rights Agent (the "CBI Rights Agreement"), and (iv) no the shares of preferred stock issued and outstanding. As of CBI Common Stock issuable pursuant to the date of this CBI Option Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX CBI Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, rights with no personal liability attaching to the ownership thereof. There are no bondsExcept as stated above, debentures, notes or other indebtedness that CBI does not have the right to vote on and is not bound by any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital CBI Common Stock or CBI preferred stock or any other voting or equity securities of CBI or ownership interest any securities representing the right to purchase or otherwise receive any shares of CBI Common Stock or CBI preferred stock. CBI has previously provided Bancorp with a list of the option holders, the date of each option to purchase CBI Common Stock granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the CBI Stock Plans. As reflected on such list, options for 677,555 shares were outstanding at December 31, 1995, all of which will be exercisable prior to the Effective Time in IBTXaccordance with their terms. Since December 31, or contracts1995, commitments, understandings or arrangements by which IBTX may become bound to issue additional CBI has not issued any shares of its capital stock or other equity any securities convertible into or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, exercisable for any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any shares of its Subsidiaries) are outstanding. There are no voting trustscapital stock, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect than pursuant to the voting or transfer exercise of IBTX Common Stock, capital employee stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsoptions.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement BCSB consists of 100,000,000 (i) 50,000,000 shares of IBTX BCSB Common Stock, of which, as of May 31, 2013, 3,189,668 shares were issued and 10,000,000 outstanding, and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards share (“IBTX Restricted Stock AwardsBCSB Preferred Stock”); (ii) no shares , of IBTX Common Stock held in treasury; (iii) 1,436,131 shares which as of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock date hereof, none were issued and outstanding. As of the date of this AgreementMay 31, except as set forth in the immediately preceding sentence2013, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests BCSB Common Stock were held in the BCSB treasury and no shares of IBTX issuedBCSB Preferred Stock were held in the BCSB treasury. As of May 31, 2013, no shares of BCSB Common Stock were reserved for issuance or outstandingexcept for 239,875 shares of BCSB Common Stock reserved for issuance upon the exercise of BCSB Stock Options and settlement of BCSB Share Awards issued pursuant to the BCSB Stock Plans. All of the issued and outstanding shares of IBTX BCSB Common Stock have been been, and all shares of BCSB Common Stock that may be issued upon the exercise of the BCSB Stock Options will be, when issued in accordance with the terms thereof, duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are Except pursuant to this Agreement and the BCSB Stock Plans, BCSB does not have, and is not bound by, any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of BCSB Common Stock or any other equity securities of BCSB, or any securities representing the right to purchase or otherwise receive any shares of BCSB Common Stock. Set forth in Section 3.2(a) of the BCSB Disclosure Schedule is a true, correct and complete list of: (1) each BCSB Stock Option (such list to include the BCSB Stock Plan or other arrangement under which such options were issued, the number of shares of BCSB Common Stock subject thereto, the vesting schedule thereof and the exercise prices thereof), and (2) each BCSB Share Award (such list to include the number of shares of BCSB Common Stock subject thereto and the vesting schedule thereof) outstanding under the BCSB Stock Plans or otherwise as of May 31, 2013. Since May 31, 2013 through the date hereof, BCSB has not issued or awarded, or authorized the issuance or award of, any options, restricted stock units or other equity-based awards under the BCSB Stock Plans or otherwise. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness that have having the right to vote on any matters on which shareholders of IBTX BCSB may vote. Other than IBTX Restricted Stock Awards vote are issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement STC consists of 100,000,000 40,000,000 shares of IBTX STC Common Stock, Stock and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4January 6, 20191997, there were (i) 42,951,306 27,344,121 shares of IBTX STC Common Stock are issued and outstanding, including 283,812 shares all of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); which are validly issued, fully paid and nonassessable, (ii) no shares of IBTX STC Common Stock are held in treasury; the treasury of STC, (iii) 1,436,131 no shares of IBTX STC Common Stock are held by the STC Subsidiaries, (iv) 3,052,491 shares of STC Common Stock are reserved for future issuance pursuant to employee stock options or stock incentive rights granted under the STC Stock Plans, (v) 5,441,480 shares of STC Common Stock are reserved for issuance pursuant to future grants under the IBTX equity plans STC Stock Option Agreement, (vi) 2,047,651 shares of STC Common Stock are reserved for issuance upon conversion of the Series A Preferred Stock, (vii) 1,500,000 shares of STC Common Stock are reserved for issuance upon conversion of the Series B Preferred Stock, (viii) 224,000 shares of Series A-1 Preferred Stock are issued and outstanding, (ix) 23,651 shares of Series A-2 Preferred Stock are issued and outstanding and (ivx) no 33,333 shares of preferred stock Series B Preferred Stock are issued and outstanding. As There has been no change in the capitalization of STC since January 6, 1997, excluding the exercise of outstanding stock options. Except for the STC Stock Option Agreement and shares of STC Common Stock issuable pursuant to the STC Stock Plans or pursuant to agreements or arrangements described in Section 4.03 of the date of this Agreement, except as set forth in the immediately preceding sentenceSTC Disclosure Schedule, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement warrants to purchase 889,000 shares of any IBTX Equity Awards described in STC Common Stock issued to holders of the immediately preceding sentenceSeries A-1 Preferred Stock, there are no shares of capital stock options, warrants or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bondsagreements, debentures, notes arrangements or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries STC is a party or by which STC is bound relating to, to the issued or securities unissued capital stock of STC or rights convertible any STC Subsidiary or exchangeable into obligating STC or exercisable for, any STC Subsidiary to issue or sell any shares of capital stock or other voting or equity securities of or ownership interest in IBTXof, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity interests in, STC or voting securities any STC Subsidiary. All shares of STC Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except for the Fletxxxx Xxxrant, there are no outstanding contractual obligations of STC or ownership interests in IBTX or that otherwise obligate IBTX any STC Subsidiary to issue, transfer, sell, purchaserepurchase, redeem or otherwise acquire, acquire any shares of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted STC Capital Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX any STC Subsidiary. Each outstanding share of capital stock of each STC Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by STC or another STC Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on STC's or such other STC Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever, except where the failure to own such shares free and clear could not reasonably be expected to have, individually or in the aggregate, an STC Material Adverse Effect. Except as set forth in Section 4.03 of the STC Disclosure Schedule, there are no material outstanding contractual obligations of STC or any STC Subsidiary to provide funds to, or make any material investment (in the form of its Subsidiariesa loan, capital contribution or otherwise) are outstanding. There are no voting trustsin, shareholder agreements, proxies or other agreements in effect to which IBTX any STC Subsidiary or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsperson.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Hanover consists of 100,000,000 200,000,000 shares of IBTX Hanover Common Stock, Stock and 10,000,000 3,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareshare (“Hanover Preferred Stock”). As of December 4January 31, 20192007 (the “Cut-off Time”), there were (i) 42,951,306 103,992,759 outstanding shares of IBTX Hanover Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of (which includes outstanding restricted stock awards (“IBTX Restricted Stock Awards”stock); , (ii) no 2,533,037 shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Hanover Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans upon exercise of outstanding Hanover Options and restricted stock units, (iii) no outstanding shares of Hanover Preferred Stock, (iii) 4,369,882 shares of Hanover Common Stock reserved for issuance upon conversion of Hanover’s outstanding 4.75% Convertible Senior Notes due 2008, (iv) no 9,583,338 shares of preferred stock Hanover Common Stock reserved for issuance upon conversion of Hanover’s outstanding 4.75% Convertible Senior Notes due 2014 and (v) 3,688,654 shares of Hanover Common Stock reserved for issuance upon conversion of Hanover’s outstanding 7.25% Convertible Junior Subordinated Notes due 2029. From the Cut-off Time to the date of this Agreement, no additional shares of Hanover Common Stock have been issued (other than pursuant to Hanover Options which were outstanding as of the Cut-off Time and are included in the number of shares of Hanover Common Stock reserved for issuance upon exercise of outstanding Hanover Options in (ii) above), no additional Hanover Options have been issued or granted, and there has been no increase in the number of shares of Hanover Common Stock issuable upon exercise of the Hanover Options from the number issuable under such Hanover Options as of the Cut-off Time. All such issued and outstandingoutstanding shares of Hanover Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentencethis Section 5.3, there are no outstanding shares of capital stock and there are no options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate Hanover or any of its Subsidiaries to issue, transfer, sell or register any shares of capital stock or other voting securities of Hanover or equity interests any of IBTX issuedits Subsidiaries. Except for the Convertible Notes, reserved for issuance or outstanding. All the issued and Hanover has no outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that obligations the holders of which have the right to vote on any matters on (or which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares for securities having the right to vote) with the stockholders of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, Hanover on any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsmatter.

Capitalization. (ai) The authorized capital stock of IBTX Valero consists of (A) 150,000,000 shares of Valero Common Stock (each of which includes one Valero Right), of which, as of the date of this Agreement consists of 100,000,000 March 31, 2001, 61,016,165 shares of IBTX Common Stock, were issued and 10,000,000 outstanding and 1,295,001 shares were held in treasury and (B) 20,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to of Valero (the IBTX Certificate Amendment "Valero Preferred Stock," together with the authorized capital stock Valero Common Stock, the "Valero Capital Stock"), of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) which no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock are issued and outstanding. As of From January 31, 2001 to the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital Valero Capital Stock have been issued except pursuant to employee and director stock or other voting securities or equity interests plans of IBTX issued, reserved for issuance or outstandingValero in effect as of the date hereof (the "Valero Stock Plans"). All of the issued and outstanding shares of IBTX Valero Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement there are no Agreement, except pursuant to the terms of options and stock issued pursuant to Valero Stock Plans and pursuant to the Valero Rights, Valero does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Valero Capital Stock or any other equity securities of Valero or any securities representing the right to which IBTX purchase or its otherwise receive any shares of Valero Capital Stock. As of March 31, 2001, no shares of Valero Capital Stock were reserved for issuance, except for shares of Valero Common Stock reserved for issuance upon the exercise of stock options pursuant to the Valero Stock Plans and in respect of the employee and director savings, compensation and deferred compensation plans described in the Valero 2000 10-K and 1,500,000 shares of Junior Participating Preferred Stock, Series I, reserved for issuance in connection with the Valero Rights Agreement. Valero has no Voting Debt issued or outstanding. Except for immaterial amounts of directors' qualifying shares in foreign Subsidiaries is a party relating toof Valero, Valero owns, directly or securities or rights convertible or exchangeable into or exercisable forindirectly, all of the issued and outstanding shares of capital stock or other voting equity ownership interests of each Subsidiary of Valero, free and clear of any Liens, and all of such shares or equity securities ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Subsidiary of Valero has or ownership interest in IBTXis bound by any outstanding subscriptions, options, warrants, calls, commitments or contracts, commitments, understandings agreements of any character calling for the purchase or arrangements by which IBTX may become bound to issue additional issuance of any shares of its capital stock or any other equity security of such Subsidiary or voting any securities of or ownership interests in IBTX or that otherwise obligate IBTX representing the right to issue, transfer, sell, purchase, redeem purchase or otherwise acquire, receive any shares of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or any other voting or equity securities or ownership interests security of IBTX or granting any shareholder or other person any registration rightssuch Subsidiary.

Capitalization. (a) The authorized capital stock shares of IBTX as beneficial interest of the date of this Agreement consists Kranzco consist of 100,000,000 shares of IBTX Common Stockbeneficial interest, and 10,000,000 shares of preferred stock, $.01 par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4November 30, 20191999, there were (i) 42,951,306 shares of IBTX Common Stock Kranzco had issued and outstanding, including 283,812 : 10,562,832 Kranzco Common Shares; 11,155 Kranzco Series A-1 Preferred Shares; 274,029 Kranzco Series B-1 Preferred Shares; 909,248 Kranzco Series B-2 Preferred Shares; and 1,800,000 Kranzco Series D Preferred Shares. No other shares of IBTX Common Stock granted in respect Kranzco Preferred Shares are authorized, issued or outstanding except Kranzco has authorized 140,000 Kranzco Series E Preferred Shares, none of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock which is issued and or outstanding. Except for Kranzco Preferred Shares and Kramont Options (as defined below), Kranzco has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the holders of Kranzco Common Shares on any matter. As of the date of used in this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no "Kramont Options" means options to purchase shares of capital stock Kranzco Common Shares outstanding under Kranzco's 1992 Employee Share Option Plan, 1992 Trustee Share Option Plan or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding1995 Incentive Plan. All the such issued and outstanding shares of IBTX Kranzco Common Stock have been Shares and Kranzco Preferred Shares are duly authorized and authorized, validly issued and are issued, fully paid, nonassessable and free of preemptive rights, except that shareholders may be subject to further assessment with no personal respect to certain claims for tort, contract, taxes, statutory liability attaching and otherwise in some jurisdictions to the ownership thereofextent such claims are not satisfied by Kranzco. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to not at the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, any existing options, warrants, stock appreciation calls, subscriptions, convertible securities, or other rights, phantom unitsagreements or commitments which obligate Kranzco or any of the Kranzco Subsidiaries to issue, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, transfer or rights of first refusal or similar rights, puts, calls, commitments or agreements of sell any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock of Kranzco or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Kranzco Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other other than the IBTX Restricted Stock Awards issuance by Kranzco (i) of Kranzco Common Shares issuable upon the conversion of Kranzco Preferred Shares, (ii) of Kranzco Common Shares issuable upon exercise of share options issued to employees and trustees and (iii) of preferred stock purchase rights (each a "Kranzco Right" and collectively, the “IBTX Equity Awards”)"Kranzco Rights") to the holders of Kranzco Common Shares issuable pursuant to a right to purchase Kranzco Common Shares pursuant to that certain Rights Agreement, no equity-based awards dated November 10, 1998, between Kranzco and First Union National Bank, as rights agent. As of November 30, 1999 (including any cash awards where i) the amount Kranzco Series A-1 Preferred Shares would be convertible into 500,000 Kranzco Common Shares, (ii) the Kranzco Series B-1 Preferred Shares and the Kranzco Series B-2 Preferred Shares would be convertible into 1,582,979 Kranzco Common Shares in the aggregate, and (iii) 928,750 Kranzco Common Shares are issuable upon the exercise of payment is determined in whole or in part based share options issuable to employees and trustees. Kranzco has paid all declared and unpaid dividends on the Kranzco Preferred Shares through November 30, 1999. Section 6.3 of the Kranzco Disclosure Letter sets forth the names of the holders, number of shares underlying and exercise price of any capital stock each outstanding Kramont Option and the names of IBTX or any the holders of its Subsidiaries) are outstandingrestricted shares, number of restricted shares held and the vesting schedule and other restrictions for such restricted shares. There are no voting trusts, shareholder agreements, proxies agreements or other agreements in effect understandings to which IBTX or any of its Subsidiaries Kranzco is a party with respect to the voting of any of Kranzco Common Shares or which restrict the transfer of IBTX any such shares, nor does Kranzco have knowledge of any such agreements or understandings with respect to the voting of any such shares or which restrict the transfer of any such shares other than those set forth in the Declaration of Trust with respect to the maintenance of Kranzco as a REIT and the share ownership limits set forth therein and the CV Voting Agreements. There are no outstanding contractual obligations of Kranzco to repurchase, redeem or otherwise acquire any Kranzco Common StockShares or any other securities of Kranzco. Kranzco is not under any obligation, capital stock contingent or other voting otherwise, by reason of any agreement to register any of its or equity any Kranzco Subsidiary's securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsunder the Securities Act.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Susquehanna consists of 100,000,000 400,000,000 shares of IBTX Susquehanna Common Stock, par value $2.00 per share, and 10,000,000 5,000,000 shares of preferred stock, without par value $0.01 per sharevalue, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) which no shares of preferred stock are issued and or outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX Susquehanna are issued, reserved for issuance or outstanding, other than (i) 181,645,654 shares of Susquehanna Common Stock issued and 181,276,704 shares of Xxxxxxxxxxx Xxxxxx Stock outstanding, which number includes 9,832 shares of Susquehanna Common Stock granted in respect of outstanding Susquehanna Restricted Stock Awards, (ii) 368,950 shares of Susquehanna Common Stock held in treasury, (iii) 3,636,999 shares of Susquehanna Common Stock reserved for issuance upon the exercise of outstanding Susquehanna Stock Options and (iv) 1,430,558 shares of Susquehanna Common Stock reserved for issuance upon the settlement of outstanding Susquehanna Restricted Stock Unit Awards (of which, 838,810 shares of Susquehanna Common Stock are subject to Susquehanna Restricted Stock Unit Awards subject to a specified level of performance, assuming maximum performance). All of the issued and outstanding shares of IBTX Susquehanna Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX Susquehanna may votevote are issued or outstanding. Except as set forth in Section 3.2(a) of the Susquehanna Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of Susquehanna are issued or outstanding. Other than IBTX Restricted Stock Awards the Susquehanna Equity Awards, in each case, issued prior to the date of this Agreement as described in this Section 4.2(a)Agreement, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating Susquehanna to issue, transfer, sell, purchase, redeem or otherwise acquire, acquire any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightssuch securities.

Capitalization. (a) The authorized capital stock of IBTX BancShares as of the date of this Agreement consists of 100,000,000 16,000,000 shares of IBTX BancShares Class A Common Stock, and 10,000,000 2,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX BancShares Class B Common Stock and 20,000,000 10,000,000 shares of preferred stock, par value $0.01 per share. As of December 4September 30, 20192020, there were (i) 42,951,306 8,811,220 shares of IBTX BancShares Class A Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no 1,005,185 shares of IBTX BancShares Class B Common Stock issued and outstanding; (iii) 7,188,780 shares of BancShares Class A Common Stock held in treasury; (iiiiv) 1,436,131 994,815 shares of IBTX BancShares Class B Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans held in treasury and (ivv) no 345,000 shares of preferred stock which have been designated as BancShares Series A Preferred Stock and are issued and outstanding. The authorized capital stock of Merger Sub consists of 100 shares of Merger Sub Common Stock, of which 1 share is issued and outstanding and owned by FCB. The authorized capital stock of FCB consists of 100,000 shares of common stock, par value $100.00 per share (the “FCB Common Stock”), of which 96,970 shares are issued and outstanding and owned by BancShares. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentencethree sentences, there are no shares of capital stock or other voting securities or equity interests of IBTX BancShares, Merger Sub, or FCB issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX BancShares Common Stock, BancShares Series A Preferred Stock, Merger Sub Common Stock, and FCB Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. BancShares is current on all dividends payable on the outstanding shares of BancShares’ preferred stock, and has complied in all material respects with terms and conditions thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders stockholders of IBTX BancShares, FCB or Merger Sub may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX the BancShares Parties or its their Subsidiaries is are a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTXthe applicable BancShares Party, or contracts, commitments, understandings or arrangements by which IBTX a BancShares Party may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX the applicable BancShares Party or that otherwise obligate IBTX the applicable BancShares Party to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX BancShares Securities”, and any of the foregoing in respect of Subsidiaries of IBTXthe BancShares Parties, collectively, “IBTX BancShares Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no No equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX a BancShares Party or any of its their Subsidiaries) are outstanding. There are no voting trusts, shareholder stockholder agreements, proxies or other agreements in effect to which IBTX a BancShares Party or any of its their Subsidiaries is a party with respect to the voting or transfer of IBTX BancShares Common Stock, Merger Sub Common Stock, FCB Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX the applicable BancShares Party or granting any stockholder or shareholder or other person any registration rightsrights in the applicable BancShares Party.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Crompton consists of 100,000,000 500,000,000 shares of IBTX Crompton Common Stock, Stock and 10,000,000 250,000 shares of preferred stock, par value $0.01 0.10 per share, and after giving effect to of Crompton ("Crompton Preferred Stock"). At the IBTX Certificate Amendment the authorized capital stock close of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stockbusiness on March 7, par value $0.01 per share. As of December 42005, 2019, there were (i) 42,951,306 119,152,254 shares of IBTX Crompton Common Stock were issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no 1,905,737 shares of IBTX Crompton Common Stock were held by Crompton in its treasury; , (iii) 1,436,131 17,438,398 shares of IBTX Crompton Common Stock were reserved for issuance pursuant under Crompton's 1988 Long-Term Incentive Plan, 1993 Stock Option Plan, 1998 Long-Term Incentive Plan, 2001 Employee Stock Option Plan and Employee Stock Purchase Plan (collectively, the "Crompton Stock Plans") (of which 12,983,579 shares of Crompton Common Stock were subject to future grants outstanding options to acquire Crompton Common Stock (the "Crompton Stock Options") granted under the IBTX equity plans and Crompton Stock Plans), (iv) no shares of preferred Crompton Common Stock were owned by any Subsidiary of Crompton, (v) no shares of Crompton Preferred Stock were issued or outstanding and (vi) 150,000 shares of Crompton Preferred Stock designated as Series A Junior Participating Preferred Stock (the "Crompton Participating Preferred Stock") were reserved for issuance in connection with the rights to purchase shares of Crompton Participating Preferred Stock (the "Crompton Rights") issued pursuant to the rights agreement, dated as of September 2, 1999 (the "Crompton Rights Agreement"), between Crompton and ChaseMellon Shareholder Services, L.C.C., as rights agent. All outstanding shares of capital stock of Crompton are, and all shares which may be issued (including shares of Crompton Common Stock to be issued in accordance with this Agreement) will be, when issued, duly authorized, validly issued, fully paid and outstandingnonassessable and not subject to preemptive rights. As Crompton has made available to Great Lakes a true and complete list of all Crompton Stock Options or other rights to purchase or receive shares of Crompton Common Stock granted under the Crompton Stock Plans or otherwise by Crompton or any of its Subsidiaries outstanding as of March 8, 2005, the number of shares of Crompton Common Stock subject thereto, expiration dates and exercise prices thereof and the names of the date of this Agreement, except holders thereof. Except as set forth above in this Section 4.2(a), at the immediately preceding sentenceclose of business on March 8, and for changes since December 42005, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX Crompton were issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement Except as described set forth above in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, receive shares of capital stock Crompton Common Stock on a deferred basis or other voting or equity securities rights that are linked to the value of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem Crompton Common Stock granted under the Crompton Stock Plans or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX by Crompton or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized share capital stock of IBTX as the Acquirer consists of Two Hundred Million (200,000,000) shares of Acquirer Common Stock and Seven Million (7,000,000) shares of Acquirer Preferred Stock. As of the close of business on the day prior to the date of execution of this Agreement consists of 100,000,000 Agreement, (i) 142,112,766 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Acquirer Common Stock and 20,000,000 no shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there Acquirer Preferred Stock were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Acquirer Common Stock were held by Acquirer in its treasury; , (iii) 1,436,131 7,921,500 shares of IBTX Acquirer Common Stock were reserved for issuance pursuant to future grants under the IBTX equity plans and Acquirer Plan, (iv) no 2,645,738 shares of preferred stock issued Acquirer Common Stock were issuable upon the exercise of outstanding Acquirer warrants, and outstanding(v) 10,906,200 shares of Acquirer Common Stock were issuable upon the outstanding options. As All outstanding shares of Acquirer Common Stock are duly authorized, validly issued, fully paid and nonassessable. Except as set forth above, as of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentencehereof, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements, or commitments of any character relating to the securities of the Acquirer or obligating the Acquirer to issue or sell any shares of capital securities of, or any other interest in, the Acquirer including, without limitation on voting agreements and agreements to repurchase, redeem or often acquire any securities of the Acquirer. Except as set forth above, as of the date hereof, the Acquirer does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or other voting securities or similar rights. All issued and outstanding equity interests of IBTX issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX Common Stock Acquirer (i) have been duly authorized and validly issued and are fully paidpaid and non-assessable; (ii) have been offered, nonassessable sold and free issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Acquirer’s Organizational Documents, and (B) any other applicable Contracts governing the issuance of preemptive rights, with no personal liability attaching to the ownership thereof. There such securities; and (iii) are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe not subject to, preemptive rightsnor have they been issued in violation of, anti-dilutive rightsany purchase option, or rights call option, right of first refusal refusal, preemptive right, subscription right or any similar rights, puts, calls, commitments or agreements right under any provision of any character applicable Law, the Acquirer’s Organizational Documents or any Contract to which IBTX or its Subsidiaries the Acquirer is a party relating toor otherwise bound. Immediately prior to Closing, or securities or rights convertible or exchangeable into or exercisable for, Acquirer will amend its Certificate of Incorporation and have not less than Four Hundred Million (400,000,000) shares of authorized capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound will be a sufficient amount to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of consummate the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsTransactions.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement ICE consists of 100,000,000 194,275,000 ICE Shares, of which [—] ICE Shares were outstanding at the close of business on [ ], 2011, and 25,000,000 shares of IBTX Common ICE Preferred Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to share (the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock AwardsICE Preferred Stock”); (ii) no shares , of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As which none are outstanding as of the date hereof. All of this Agreementthe outstanding ICE Shares have been duly authorized and are validly issued, except fully paid and non-assessable. Except as set forth in above, at the immediately preceding sentenceclose of business on [ ], and for changes since December 42011, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests in ICE were issued or outstanding. ICE has no ICE Shares or ICE Preferred Stock reserved for issuance, except that, at the close of IBTX issuedbusiness on [ ], 2011, there were [—] options to acquire ICE Shares, [—] ICE Shares underlying ICE restricted stock units and [—] ICE Shares reserved for issuance or outstandingfor ICE employees and directors under the ICE 2000 Stock Option Plan, ICE 2003 Restricted Stock Deferral Plan for Outside Directors, ICE 2004 Restricted Stock Plan, ICE 2005 Equity Incentive Plan, ICE 2009 Omnibus Incentive Plan and 1999 Stock Options/Stock Issuance Plan of Creditex. All Each of the issued and outstanding shares of IBTX Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes capital stock or other indebtedness that have equity interests in each of ICE’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and, except as otherwise set forth in the right to vote on ICE Group structure chart set forth in the ICE Disclosure Letter, owned by ICE or by a direct or indirect wholly owned subsidiary of ICE. All shares of capital stock or other equity interests in each of ICE’s Subsidiaries owned by ICE or by a direct or indirect wholly owned subsidiary of ICE are free and clear of any matters on which shareholders of IBTX may voteLien. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement Except as described in this Section 4.2(a)set forth above, as of the date of this Agreement there are no preemptive or other outstanding subscriptionsrights, options, warrants, conversion rights, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive redemption rights, anti-dilutive repurchase rights, or rights of first refusal or similar rightsagreements, putsarrangements, calls, commitments or agreements rights of any character to which IBTX kind that obligate ICE or any of its Subsidiaries is a party relating to, to issue or sell any shares of capital stock or other securities of ICE or any of its Subsidiaries or any securities or rights obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX ICE or any of its Subsidiaries) , and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no voting trustsICE does not have outstanding any bonds, shareholder agreementsdebentures, proxies notes or other agreements in effect obligations the holders of which have the right to which IBTX vote (or convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of ICE on any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsmatter.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement NCBC consists of 100,000,000 (i) 175,000,000 shares of IBTX NCBC Common Stock, of which, as of March 13, 2000, 108,179,637 shares were issued and 10,000,000 outstanding and (ii) 5,000,000 shares of preferred stock, no par value $0.01 per shareshare (the "NCBC Preferred Stock" and, and after giving effect to together with the IBTX Certificate Amendment NCBC Common Stock, the authorized capital stock "NCBC Capital Stock"), of IBTX will consist which, as of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stockthe date hereof, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock are issued and outstanding. As All of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests of IBTX issued, reserved for issuance or outstanding. All the issued and outstanding shares of IBTX NCBC Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement, except pursuant to the terms of (i) the NCBC Option Agreement, (ii) options to acquire 5,529,423 shares of NCBC Common Stock issued pursuant to employee and director stock plans of NCBC in effect as of the date hereof (the "NCBC Stock Plans"), (iii) options to acquire up to a maximum of 152,569 shares of NCBC Common Stock that may be issued to holders of options to acquire shares of common stock of Piedmont Bancorp, Inc. ("Piedmont") in the event of consummation of a merger (the "Piedmont Merger") of Piedmont into NCBC pursuant to an Agreement there are no and Plan of Reorganization dated as of December 27, 1999 between NCBC and Piedmont (the "Piedmont Merger Agreement") and (iv) the obligation to issue a maximum of 1,514,108 shares of NCBC Common Stock to shareholders of Piedmont pursuant to the Piedmont Merger Agreement (subject to the satisfaction or waiver of conditions stated in the Piedmont Merger Agreement) in the event of consummation of the Piedmont Merger, NCBC does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of NCBC Capital Stock or any other equity securities of NCBC or any securities representing the right to which IBTX purchase or its Subsidiaries is a party relating tootherwise receive any shares of NCBC Capital Stock (collectively, including the items contemplated by clauses (i) through (iii) of this sentence, the "NCBC Rights"). As of the date hereof, no shares of NCBC Capital Stock were reserved for issuance, except for 21,527,748 shares of NCBC Common Stock reserved for issuance upon exercise of the NCBC Option Agreement, shares of NCBC Common Stock reserved for issuance in connection with the NCBC Dividend Reinvestment Plan (the "NCBC DRIP"), and 5,712,771 shares of NCBC Common Stock reserved for issuance upon the exercise of stock options pursuant to the NCBC Stock Plans. Since December 31, 1999, NCBC has not issued any shares of NCBC Capital Stock or any securities or rights convertible or exchangeable into or exercisable for, for any shares of capital stock or NCBC Capital Stock, other voting or equity securities than as would be permitted by Section 5.2(b) hereof and pursuant to the NCBC Option Agreement. NCBC has previously provided CCB with a list of or ownership interest in IBTXthe option holders, or contractsthe date of each option to purchase NCBC Common Stock granted, commitmentsthe number of shares subject to each such option, understandings or arrangements by the expiration date of each such option and the price at which IBTX each such option may become bound to issue additional be exercised under an applicable NCBC Stock Plan. In no event will the aggregate number of shares of its capital stock or NCBC Common Stock outstanding at the Effective Time (including all shares of NCBC Common Stock subject to then-outstanding NCBC Rights other equity or voting securities of or ownership interests than the NCBC Option Agreement) exceed the number specified in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any Section 3.2(a) of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsNCBC Disclosure Schedule.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement Moon consists of 100,000,000 400,000,000 shares of IBTX Moon Common Stock, Stock and 10,000,000 25,000,000 shares of preferred stock, par value $0.01 1.00 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 per shareshare (“Moon Preferred Stock”). As of December 415, 20192017, there were (i) 42,951,306 284,026,820 outstanding shares of IBTX Moon Common Stock issued and outstanding, including 283,812 8,499,021 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Moon Common Stock held in treasury; the treasury of Moon, (iiiii) 1,436,131 5,533,629 shares of IBTX Moon Common Stock reserved for issuance pursuant to future grants under the IBTX equity employee benefits or stock and incentive plans and of Moon, (iviii) no shares of preferred Moon Preferred Stock issued or outstanding, (iv) 5,073,877 shares of Moon Common Stock reserved for issuance under outstanding restricted stock issued unit awards (“Moon Restricted Stock Unit Awards”) granted under Moon’s equity incentive plans (collectively, the “Moon Stock Plan”), (v) 3,592,994 shares of Moon Common Stock reserved for issuance under performance-based restricted stock unit awards, including performance units and outstanding. As performance shares, granted under any Moon Stock Plan (“Moon Performance Unit Awards”), (vi) 1,635,622 shares of the date Moon Common Stock reserved for issuance under all options to acquire shares of this Agreement, except as set forth in the immediately preceding sentence, Moon Common Stock (“Moon Options”) and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (vii) no other shares of capital stock or other voting securities or equity interests of IBTX Moon were issued, reserved for issuance or outstanding. From such date through the date of this Agreement, Moon has not issued any shares of capital stock or voting securities of, or other equity interests in, Moon, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock or voting securities of, or other equity interests in, Moon, other than Moon Common Stock issued pursuant to the exercise of Moon Options or settlement of Moon Restricted Stock Unit Awards or Moon Performance Unit Awards outstanding on such date. The shares of Moon Common Stock to be issued in connection with the Combination, when issued in accordance with this Agreement, will be duly authorized and validly issued and will be fully paid and nonassessable. There are (1) no outstanding options, warrants or other rights to acquire from Moon any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for, capital stock, voting securities or ownership interests in, Moon and (2) no outstanding preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Moon, obligating Moon to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for capital stock, voting securities or other ownership interests in, Moon or obligating Moon to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment. Except as required by the terms of any Moon Options, Moon Restricted Stock Unit Awards or Moon Performance Unit Awards outstanding as of the date of this Agreement or issued as permitted by Section 7.2, there are no outstanding obligations of Moon or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Moon Common Stock or other Moon securities. All of the issued and outstanding shares of IBTX Moon Common Stock have been duly authorized and validly issued and are fully paid, nonassessable paid and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsnonassessable.

Capitalization. (a) The entire authorized capital stock of IBTX as of the date of this Agreement Bracknell consists of 100,000,000 an unlimited number of common shares and an unlimited number of preferred shares issuable in series (collectively the "Authorized Bracknell Capital Stock"). Of the Authorized Bracknell Capital Stock: 40,586,760 shares of IBTX Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Bracknell Common Stock and 20,000,000 0 preferred shares of preferred stock, par value $0.01 per share. As of December 4, 2019, there were (i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) no shares of IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock are validly issued and outstanding. As Bracknell has granted options to purchase 4,185,594 shares of Bracknell Common Stock within the reserves of Bracknell's stock option plan at a weighted average exercise price of $5.36 in Canadian dollars per share and has granted options to purchase 610,000 shares of Bracknell Common Stock outside the reserves of Bracknell's stock option plan (subject to the approval of Bracknell's stockholders to increase the reserves under the plan) at a weighted average exercise price of $7.52 in Canadian dollars per share (collectively, the "Bracknell Stock Options"). Bracknell has also issued warrants to purchase 385,824 shares of Bracknell Common Stock at an exercise price of $4.25 per share. Each of the date aforesaid outstanding shares has been validly issued, is fully paid and nonassessable, and has not been issued in violation of this Agreement, except any preemptive rights. Except as set forth in the immediately preceding sentenceon Schedule 5.05(a), no options, warrants or other rights to acquire, sell or issue shares of capital stock of Bracknell are outstanding, and for changes since December 4between the date hereof and the Effective Time, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are (i) no shares of capital stock of Bracknell and no such options, warrants or other voting securities or equity interests of IBTX rights will be issued, reserved for issuance and (ii) none of such options shall vest or outstandingbecome exercisable as a result of the Merger or change in ownership of Bracknell Common Stock or change in composition of the Bracknell Board of Directors. All At the issued Effective Time, the holders of Able Shares and outstanding Series D Shares will receive good and valid title to the shares of IBTX Bracknell Common Stock have been duly authorized (constituting the "Merger Consideration"), free and validly issued clear of all Liens and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to restrictions on the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rightsrights pertaining thereto.

Capitalization. (a) The authorized capital stock of IBTX as of the date of this Agreement HopFed consists of 100,000,000 15,000,000 shares of IBTX HopFed Common Stock, $0.01 par value, and 10,000,000 500,000 shares of preferred stock, par value $0.01 per sharepar value, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist of 200,000,000 shares of IBTX Common Stock and 20,000,000 which no shares of preferred stock, par value $0.01 per sharestock are issued or outstanding. As of December 4, 2019, there were There are (i) 42,951,306 6,649,190 shares of IBTX HopFed Common Stock issued and outstanding, including 283,812 which number includes 70,839 shares of IBTX HopFed Common Stock granted in respect of outstanding restricted stock awards (“IBTX HopFed Restricted Stock Awards”); , (ii) no 1,341,980 shares of IBTX HopFed Common Stock held in treasury; , and (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no other shares of capital stock or other voting securities or equity interests of IBTX HopFed issued, reserved for issuance or outstanding. All of the issued and outstanding shares of IBTX HopFed Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX HopFed may vote. Other than IBTX Restricted Stock Awards the Indenture and the Debt Securities, there are no trust preferred or subordinated debt securities of HopFed that are issued prior to the date of this Agreement as described in this Section 4.2(a), as of the date of this Agreement there or outstanding. There are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character to which IBTX or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX obligating HopFed to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the foregoing HopFed Common Stock or other equity interests of HopFed, other than the Voting Agreements and a Standstill Agreement as set forth at HopFed Disclosure Schedule 3.2(a). Section 3.2(a) of the HopFed Disclosure Schedule sets forth a true, correct and complete list of all HopFed Restricted Stock Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (collectivelyA) the name of each holder, “IBTX Securities”(B) the number of shares subject to each such HopFed Restricted Stock Award, (C) the vesting and grant date of each such HopFed Restricted Stock Award, (D) the HopFed Stock Plan under which such HopFed Restricted Stock Award was granted, and (E) any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”)outstanding commitments obligating HopFed is issue any such securities. Other than the IBTX HopFed Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX HopFed or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the voting or transfer of IBTX Common Stock, capital stock or other voting or equity securities or ownership interests of IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of IBTX as As of the date of this Agreement consists of 100,000,000 shares of IBTX Common StockAgreement, and 10,000,000 shares of preferred stock, par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of IBTX will consist Parent consists of 200,000,000 shares of IBTX Parent Common Stock and 20,000,000 5,000,000 shares of Parent preferred stock, with 300,000 of the 5,000,000 shares of Parent preferred stock designated as fixed rate cumulative perpetual preferred stock, Series A, no par value $0.01 per share. As of December 431, 20192010, there were (i) 42,951,306 129,965,635 shares of IBTX Parent Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“IBTX Restricted Stock Awards”); (ii) and no shares of IBTX Parent Common Stock held in Parent’s treasury; (iii) 1,436,131 shares . As of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) date of this Agreement, there were no shares of Parent preferred stock issued and outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since December 4, 2019 resulting from the exercise, vesting or settlement of any IBTX Equity Awards described in the immediately preceding sentence, there are no shares of capital stock or other voting securities or equity interests Parent Common Stock were reserved for issuance, except that an aggregate of IBTX issued, 1,215,324 shares of Parent Common Stock were either (i) reserved for issuance upon the exercise of stock options pursuant to Parent’s equity compensation plans or outstanding(ii) issuable to former shareholders of banks that have been acquired by Parent who have yet to present their former shares for exchange. All of the issued and outstanding shares of IBTX Parent Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this Agreement as described in this Section 4.2(a), as As of the date of this Agreement there are no Agreement, except as referred to above or reflected in Section 5.2(a) of the Parent Disclosure Schedule, Parent does not have and is not bound by any outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character to which IBTX calling for the purchase or its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, issuance of any shares of capital stock Parent Common Stock or any other voting or equity securities of Parent or ownership interest in IBTX, any securities representing the right to purchase or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional otherwise receive any shares of its capital stock Parent Common Stock or any other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX Parent. The shares of Parent Common Stock to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect be issued pursuant to the voting or transfer Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of IBTX Common Stockpreemptive rights, capital stock or other voting or equity securities or with no personal liability attaching to the ownership interests of IBTX or granting any shareholder or other person any registration rightsthereof.