FIRST AMENDMENT TO THE FORM OF WARRANT CERTIFICATE
Exhibit
10.2
FIRST
AMENDMENT TO THE
FORM
OF WARRANT CERTIFICATE
This
First Amendment to the Form of Warrant Certificate (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;
WHEREAS,
pursuant
to Section 14(f), the Company has elected to amend the Agreement to extend
the
expiration date of the Warrants; and
WHEREAS,
in
connection with the amendment of the Agreement, the Company desires to amend
the
Warrant Certificates 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 each outstanding Warrant Certificate as
follows:
1. The
third
paragraph of the Warrant Certificate form is hereby amended in its entirety
to
read as follows:
This
Warrant may not be exercised after 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 the
Agreement (the “Expiration Time”).
2. Each
reference in the Warrant Certificate to “this Warrant Certificate,” “hereof,”
“herein,” or words of like import shall mean and be a reference to the Warrant
Certificate, as amended, extended or modified previously or hereby, and each
reference to the Warrant Certificate and any other document, instrument or
agreement executed and/or delivered in connection with the Warrant Certificate
shall mean and be a reference to the Agreement as amended, extended, or modified
previously or hereby.
4. Except
as
specifically modified herein, the Warrant Certificate 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. | ||
| |
|
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| By: | /s/ Xxxxxxx X. Xxxxx | |
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Xxxxxxx X. Xxxxx |
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| Title President | ||
