0001047469-04-002333 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • January 29th, 2004 • Treaty Oak Bancorp Inc • Texas

This Warrant Agreement ("Agreement") is executed as of this day of , 2004 by Treaty Oak Bancorp, Inc., a Texas corporation ("Company"), in favor of the persons listed on Exhibit A (each, an "Initial Holder"), in accordance with the terms and subject to the conditions set forth in this Agreement.

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STOCK PURCHASE AGREEMENT BY AND AMONG TEXLINE STATE BANK, TEXLINE, TEXAS (the "BANK"); CHARLES T. MEEKS; CERTAIN OTHER SHAREHOLDERS OF THE BANK (the "SELLER or SELLERS") AND TREATY OAK BANCORP, INC. (as assignee, the "BUYER") June 20, 2003
Stock Purchase Agreement • January 29th, 2004 • Treaty Oak Bancorp Inc • Texas

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 20th day of June 2003 (the "Effective Date" and subsequently amended on November 26, 2003), by and among Texline State Bank, a Texas state-chartered bank (the "Bank"); Charles T. Meeks ("Meeks"); certain shareholders of the Bank listed on Schedule 1.2 attached hereto (hereinafter referred to individually as "Shareholder" and collectively with Meeks, the "Sellers"); and Treaty Oak Bancorp, Inc., a Texas corporation ("Buyer" as assignee of Treaty Oak Holdings, Inc., a Texas corporation).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2004 • Treaty Oak Bancorp Inc • Texas

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of January 19, 2004, by and among Treaty Oak Holdings, Inc., a Texas corporation ("Shareholder"), and Treaty Oak Bancorp, Inc., a Texas corporation (the "Company").

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 29th, 2004 • Treaty Oak Bancorp Inc • Texas

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this day of , 2004 by and between Treaty Oak Bancorp, Inc., a Texas corporation (the "Corporation"), and ("Indemnitee").

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