0001501570-19-000253 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • November 8th, 2019 • Veritex Holdings, Inc. • State commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of November 8, 2019, and is made by and among Veritex Holdings, Inc., a Texas corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreements (as defined below) (collectively, the “Purchasers”).

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4.75% Fixed-to-Floating Rate Subordinated Notes due 2029
Indenture • November 8th, 2019 • Veritex Holdings, Inc. • State commercial banks • New York

This INDENTURE dated as of November 8, 2019 is between Veritex Holdings, Inc., a Texas corporation (the “Company”), and UMB Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

FORM OF SUBORDINATED NOTE PURCHASE AGREEMENT
Form of Subordinated Note Purchase Agreement • November 8th, 2019 • Veritex Holdings, Inc. • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 8, 2019, and is made by and between Veritex Holdings, Inc., a Texas corporation (the “Company”), and the purchaser of the Subordinated Notes (as defined herein) named on the signature page hereto (the “Purchaser” and, together with the Other Purchasers of Subordinated Notes in the Other Private Placements (as defined herein), the “Purchasers”).

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