FIRST AMENDMENT TO THE WARRANT AGREEMENT
Exhibit
10.1
FIRST
AMENDMENT TO THE
This
First Amendment to the Warrant Agreement (the “Amendment”) is dated as of
October 11, 2007 and executed by T Bancshares, Inc. f/k/a First Metroplex
Capital, Inc., a Texas corporation (the “Company”).
WHEREAS,
the
Company executed a certain Warrant Agreement (the “Agreement”) dated November 2,
2004, in favor of the initial shareholders of the Company’s common stock (the
“Initial Holders”);
WHEREAS,
in
connection with the Agreement, each Initial Holder received a warrant
certificate (a “Warrant Certificate”) referencing the Agreement, specifying the
number of Warrants held by the Initial Holder and providing the general terms
and conditions of exercising the Warrants;
WHEREAS,
pursuant
to the Agreement and the Warrant Certificates, each Initial Holder of the
Company’s common stock, $0.01 par value, received one (1) warrant (a “Warrant”)
to purchase an additional share of the Company’s common stock, at an exercise
price of $12.50 per share, for every (5) shares of the Company’s common stock
purchased in the initial offering;
WHEREAS,
the
Warrants were scheduled to expire at 2:00 p.m., Dallas, Texas time on the
earlier of (i) November 2, 2007, or (ii) the occurrence of certain regulatory
action, as specified in Section 3(b) of the Agreement;
WHEREAS,
on
October 11, 2007, the Board of Directors of the Company approved the extension
of the expiration date of the Warrants to 2:00 p.m., Dallas, Texas time on
the
earlier of (i) May 2, 2009, or (ii) the occurrence of certain regulatory action,
as specified in Section 3(b) of the Agreement;
WHEREAS,
pursuant
to the language of the Warrant Certificates, the Initial Holders agreed to
be
bound by the provisions of the Agreement upon acceptance of the Warrant
Certificates;
WHEREAS,
Section
14(f) of the Agreement permits modification and amendment to the terms of the
Agreement if signed by the party to be bound by such modifications or
amendments; and
WHEREAS,
the
Company desires to amend the Agreement as set forth herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual agreements set forth herein and
for
the purpose of amending the terms and provisions of the Warrants and the
certificates representing the Warrants and the respective rights and obligations
thereunder of the Company and the holders of certificates representing the
Warrants, the Company amends the Agreement as follows:
1. Section
3(a) of the Agreement is hereby amended in its entirety to read as
follows:
(a) The
term
for the exercise of the Warrants shall begin at 9:00 a.m., Dallas, Texas time
on
the date that T Bank, N.A. (the “Bank”) opens for business (the “Issue Date”).
The term for the exercise of the Warrants shall expire at 2:00 p.m., Dallas,
Texas time on the earlier to occur of (i) May 2, 2009, or (ii) the date provided
in Section 3(b) of this Agreement (the “Expiration Time”).
2. All
outstanding warrant certificates, the form of which is attached to the
Agreement, shall be deemed to be amended to reflect the foregoing Section 1
of
this Amendment.
3. Each
reference in the Agreement to “this Agreement,” “hereof,” “herein,” or words of
like import shall mean and be a reference to the Agreement, as amended, extended
or modified previously or hereby, and each reference to the Agreement and any
other document, instrument or agreement executed and/or delivered in connection
with the Agreement shall mean and be a reference to the Agreement as amended,
extended, or modified previously or hereby.
4. Except
as
specifically modified herein, the Agreement shall remain in full force and
effect and is hereby ratified and confirmed.
5. This
Amendment may be executed in multiple counterparts.
IN
WITNESS WHEREOF,
the
Company has caused the Amendment to be duly executed as of the date first
written above.
| T BANCSHARES, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxx | |
|
Xxxxxxx X. Xxxxx |
||
| Title President | ||
