PURCHASE AGREEMENT

Exhibit 10.4

PURCHASE AGREEMENT

BETWEEN

GUARANTY BANK

GUARANTY FINANCIAL GROUP INC.

AND

Dated as of June 7, 2008

PURCHASE AGREEMENT

     THIS PURCHASE AGREEMENT, dated as of June 7, 2008 (this “ Agreement ”), is entered into between Guaranty Bank, a federal savings bank having its principal office at 1300 S. Mopac Expressway, Austin, Texas 78746 (the “ Bank ”), Guaranty Financial Group Inc., a Delaware corporation (the “ Parent ”), and each of the purchasers listed on Schedule 1 attached hereto (individually a “ Purchaser ” and collectively the “ Purchasers ”, whether one or more), having their respective offices at the addresses set forth on Schedule 1 .

WITNESSETH:

     WHEREAS, in consideration for the payment of a total amount equal to $275,000,000, (i) the Bank proposes to issue and sell to the Purchasers subordinated notes having an aggregate principal amount of $275,000,000 and such terms as are set forth herein, and (ii) the Parent proposes to issue to the Purchasers shares of a series of convertible perpetual cumulative preferred stock;

     WHEREAS, the subordinated notes and the convertible preferred stock are being sold pursuant to a single plan of distribution, to the Purchasers, each of whom shall purchase both subordinated notes and convertible preferred stock in units consisting of a fixed ratio of subordinated notes and convertible preferred stock, and neither the subordinated notes nor the convertible preferred stock would be sold without the other, but are sold only as a unit;

     WHEREAS, the total units, the total amount of subordinated notes and the total number of shares of convertible preferred stock to be issued and sold to each Purchaser pursuant hereto is as set forth on Schedule 2.01 ;

     NOW, THEREFORE, in consideration of the mutual agreements and subject to the terms and conditions herein set forth, the parties hereto agree as follows:

     Section 1. DEFINITIONS AND CONTRACT INTERPRETATION .

     1.1 General Interpretation . For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

          (a) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

          (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

          (c) unless the context otherwise requires, any reference to a “Section” refers to a Section of this Agreement;

          (d) the words “hereby”, “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision;

          (e) a reference to the singular includes the plural and vice versa; and

          (f) the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders.

     1.2 Definitions . The following terms shall have the following definitions:

          (a) “Accredited Investor” shall have the meaning set forth in Section 3.05 .

          (b) “Agreement” shall have the meaning set forth in the first paragraph.

          (c) “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

          (d) “Bank” means the Person named as the “Bank” in the first paragraph of this Agreement unless and until a successor Person shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Bank” shall mean such successor Person.

          (e) “Bank Financial Statements” has the meaning set forth in Section 5.11 .

          (f) “Bankruptcy Law” means title 11, U.S. Code or any similar federal or state law for the relief of debtors.

          (g) “Benefit Plan” means all employee welfare benefit plans within the meaning of Section 3(1) of the ERISA all employee pension benefit plans within the meaning of Section 3(2) of ERISA, including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment, and all other employee benefit agreements or arrangements, including, but not limited to, all bonus, incentive, deferred compensation, vacation, stock purchase, stock option, stock award, severance, employment, change of control, golden-parachute, consulting, dependent care, cafeteria, employee assistance, scholarship, or fringe benefit or similar plans, programs, agreements or policies, in all cases whether written, unwritten or otherwise, funded or unfunded, and whether or not ERISA is applicable to such plan, program, agreement or policy.

          (h) “Blockage Notice” has the meaning set forth in Section 2.08(a) .

          (i) “Board of Directors” means the applicable board of directors of either Parent or Company.

          (j) “Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in Houston, Texas are authorized or required by law or executive order to remain closed.

          (k) “California Taxes” means the California franchise tax (California Revenue and Taxation Code section 23101 et. seq.) and the California corporation income tax (California Revenue and Taxation Code section 23501 et. seq.)

          (l) “Capital Stock” of any Person means and includes any and all shares, rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) the equity (which includes, but is not limited to, common stock, preferred stock and partnership and joint venture interests) of such Person (excluding any debt securities that are convertible into, or exchangeable for, such equity).

          (m) “Certificate of Designations” means the certificate of designation of rights and preferences with respect to the Convertible Preferred Stock attached hereto as Exhibit A .

          (n) “Closing” means the closing of the sale of the Units to the Purchasers by the Bank in accordance with the terms hereof.

          (o) “Closing Date” has the meaning set forth in Section 3.02 .

          (p) “Commission” means the United States Securities and Exchange Commission.

          (q) “Common Stock” means the common stock, par value $1.00 per share, of the Parent.

          (r) “Company Significant Agreements” means the material agreements of the Company.

          (s) “Conversion Shares” means the shares of Common Stock issuable or to be issued upon conversion of the Preferred Shares.

          (t) “Convertible Preferred Stock” means the Series B Convertible Perpetual Cumulative Preferred Stock of the Parent having the attributes set forth in the Certificate of Designations.

          (u) “CRA” has the meaning set forth in Section 5.29 .

          (v) “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

          (w) “Debt” means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person, whether currently existing or hereafter incurred and whether or not contingent and without duplication, (i) every obligation of such Person for borrowed money; (ii) every obligation of such Person evidenced by bonds, debentures, notes or

other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or other accrued liabilities arising in the ordinary course of business); (v) every capital lease obligation of such Person; (vi) all indebtedness of such Person, whether incurred on or prior to the date of this Agreement or thereafter incurred, for claims, determined in accordance with GAAP, in respect of derivative securities, including interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor or otherwise; and (viii) any renewals, extensions, refundings, amendments or modifications of any obligation of the type referred to in clauses (i) through (vii).

          (x) “Default” means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default.

          (y) “Default Interest Rate” means fourteen percent (14%) per annum.

          (z) “Dollar” or “$” means the currency of the United States of America that, as at the time of payment, is legal tender for the payment of public and private debts.

          (aa) “Environmental Claim” has the meaning set forth in Section 5.22 .

          (bb) “Environmental Law” has the meaning set forth in Section 5.22 .

          (cc) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

          (dd) “Event of Default” has the meaning set forth in Section 8 .

          (ee) “Exchange Act” means the Securities Exchange Act of 1934 or any statute successor thereto, in each case as amended from time to time.

          (ff) “FDIC” means the Federal Deposit Insurance Corporation, as from time to time constituted or, if at any time after the execution of this Agreement such Corporation is not existing and performing the duties now assigned to it, then the body performing such duties at such time.

          (gg) “Federal Banking Regulator” shall mean the Bank’s primary federal bank regulator as of the applicable date, including, without limiting the generality of the foregoing, the OTS, the OCC or the FDIC.

          (hh) “GAAP” means United States generally accepted accounting principles, consistently applied, from time to time in effect and including, to the extent hereafter applicable and required by the Federal Banking Regulator, the International Financial Reporting Standards as promulgated by the International Accounting Standards Board.

          (ii) “Government Licenses” has the meaning set forth in Section 5.07 .

          (jj) “Governmental Entity” means any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization, including, without limitation, the OTS.

          (kk) “Highest Lawful Rate” shall have the meaning set forth in Section 11.13 .

          (ll) “HOLA” shall have the meaning set forth in Section 5.30 .

          (mm) “Holder” means, as the context may require, a Person in whose name a Security, or a share of Convertible Preferred Stock, is registered in the list of the owner of each issued Security, or share of Convertible Preferred Stock, maintained by the Bank.

          (nn) “Intellectual Property” has the meaning set forth in Section 5.24 .

          (oo) “Interest Payment Date” means, with respect to any Security, the date specified in such Security as the fixed date on which the payment of interest of such Security is due and payable.

          (pp) “Interim Financial Statements” has the meaning set forth in Section 5.11 .

          (qq) “Investment Company Act” has the meaning set forth in Section 5.01(c) .

          (rr) “Lien” means, with respect to any asset, any mortgage, deed of trust, lien, security interest (including any transaction intended to create a security interest), pledge, charge or other encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law.

          (ss) “Material Adverse Effect” or “Material Adverse Change” means any circumstance, event, change, development or effect that, individually or in the aggregate, (i) is material and adverse to the business, assets, results of operations or financial condition of (a) the Bank and its Subsidiaries taken as a whole or (b) the Parent and its Subsidiaries taken as a whole or (ii) would materially impair the ability of the Bank or the Parent to perform its obligations under this Agreement or to consummate the Closing; provided , however , that in determining whether a Material Adverse Effect or Material Adverse Change has occurred, there shall be excluded any effect to the extent resulting from the following: (1) changes, after the date hereof, in generally accepted accounting principles or regulatory accounting principles generally applicable to banks, savings associations or their holding companies, (2) changes, after the date hereof, in laws, rules and regulations of general applicability or interpretations thereof by Governmental Entities, (3) actions or omissions of the Bank or the Parent expressly required by the terms of this Agreement or any capital transaction disclosed before the date of this Agreement or taken with the prior written consent of the Purchasers, (4) changes in general economic, monetary or financial conditions, including changes in prevailing interest rates, credit markets, secondary mortgage market conditions or housing price appreciation/depreciation trends, (5) changes in the market price or trading volumes of the Parent’s common stock (but not the underlying causes of such changes), (6) the failure of the

Bank or the Parent to meet any internal or public projections, forecasts or estimates for any period ending on or after December 31, 2007 (but not the underlying causes), (7) changes in global or national political conditions, including the outbreak or escalation of war or acts of terrorism, and (8) the entering into by the Bank of any Regulatory Agreement (but not the regulatory effect or implications of such Regulatory Agreement or the underlying causes therefor), and (9) the public disclosure of this Agreement or the transactions contemplated hereby; except, with respect to clauses (1) , (2) , (4) and (7) , to the extent that the effects of such changes have a disproportionate effect on the Bank and its Subsidiaries, taken as a whole, relative to other banks, savings associations and their holding companies generally.

          (tt) “Maturity,” when used with respect to any Security, means the date on which the principal of such Security or any installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

          (uu) “OCC” means the Office of the Comptroller of the Currency, as from time to time constituted or, if at any time after the execution of this Agreement such Office is not existing and performing the duties now assigned to it, then the body performing such duties at such time.

          (vv) “Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, President or a Vice President, and by the Chief Financial Officer, Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Person required to deliver such certificate.

          (ww) “Operative Documents” means this Agreement and the promissory notes evidencing the Securities.

          (xx) “OTS” means the Office of Thrift Supervision, as from time to time constituted or, if at any time after the execution of this Agreement such Office is not existing and performing the duties now assigned to it, then the body performing such duties at such time.

          (yy) “OTS Approval” means, to the extent required by applicable law, a determination by OTS that a Purchaser has rebutted the presumption of control under 12 CFR § 574.

          (zz) “Outstanding” means, when used in reference to the Securities, as of the date of determination, all Securities purchased and delivered under this Agreement, except:

               (i) Securities theretofore canceled or delivered to the Bank for cancellation;

               (ii) Securities that have been paid, or in exchange for or in lieu of which other Securities have been delivered pursuant to the provisions of this Agreement, unless proof satisfactory to the Bank is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding and legal obligations of the Bank;

provided, that, in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Bank or any other obligor upon the Securities or any Affiliate of the Bank or such other obligor shall be disregarded and deemed not to be Outstanding. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Bank or any other obligor upon the Securities or any Affiliate of the Bank or such other obligor.

          (aaa) “Parent” means the Person named as Parent in the first paragraph of this Agreement.

          (bbb) “Parent Financial Statements” has the meaning set forth in Section 5.35 hereof.

          (ccc) “Parent SEC Documents” has the meaning set forth in Section 5.34 hereof.

          (ddd) “Payment Blockage Period” has the meaning set forth in Section 2.08(a) .

          (eee) “Person” means a legal person, including any individual, corporation, company, estate, partnership (general or limited), joint venture, association, joint stock company, limited liability company, trust, unincorporated association, government or any agency or political subdivision thereof, or any other entity of whatever nature.

          (fff) “Preferred Shares” means all of the shares of Convertible Preferred Stock owned by a Purchaser.

          (ggg) “Purchase Price” has the meaning set forth in Section 3.01 .

          (hhh) “Purchaser” has the meaning set forth in the first paragraph of this Agreement.

          (iii) “QIB” has the meaning set forth in Section 3.05 .

          (jjj) “Regulation D” has the meaning set forth in Section 5.01(a) .

          (kkk) “Regulatory Action” has the meaning set forth in Section 5.12(a) .

          (lll) “Regulatory Agency” has the meaning set forth in Section 5.12(a) .

          (mmm) “Regulatory Agreement” means the any cease-and-desist or other similar order or enforcement action issued by, or any written agreement, consent agreement or memorandum of understanding with, or any commitment letter or similar undertaking to, or any capital directive of, any Governmental Entity that in a material manner relates to the Bank’s or any Subsidiary’s capital adequacy, its liquidity and funding policies and practices, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its operations or business, including, without limitation,

compliance of the Bank with applicable bank secrecy, anti-money laundering and consumer protection laws, regulations and interpretations of any Regulatory Agency.

          (nnn) “Regulatory Approvals” means the receipt of approvals and authorizations of, filings and registrations with or notifications to, to the extent applicable and required to permit a Purchaser to acquire the Preferred Shares and to convert the Preferred Shares into Conversion Shares and to own such Conversion Shares without the Purchaser being in violation of applicable law, including the Stockholder Approval, the OTS Approval, the filing of a Biographical Form and Certificate of License Qualification with the Texas Department of Insurance, and the filing of the Certificate of Designations with the Secretary of State of the State of Delaware by the Company.

          (ooo) “Repayment Event” has the meaning set forth in Section 5.04 .

          (ppp) “Representative” means the trustee, agent or representative (if any) of any Senior Creditor.

          (qqq) “Required Holders” means the Holders of not less than 40% in aggregate principal amount of the Securities.

          (rrr) “Responsible Officer” means, with respect to any Person, any Executive Vice President, Senior Vice President, Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, and also means, with respect to a particular matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

          (sss) “Rights Agreement” means the rights agreement of the Parent dated December 11, 2007, as may be amended or modified.

          (ttt) “Rights Offering” means the securities offering pursuant to the Rights Agreement.

          (uuu) “Rule 144A” has the meaning set forth in Section 3.05 .

          (vvv) “RWHC” means RWHC, Inc., a Nevada corporation and Subsidiary of the Parent.

          (www) “Securities” or “Security” has the meaning set forth in Section 2.01 .

          (xxx) “Securities Act” means the Securities Act of 1933 or any successor statute thereto, in each case as amended from time to time.

          (yyy) “Senior Creditor” means any holder of Senior Debt.

          (zzz) “Senior Debt” means (i) the Bank’s obligations to the Bank’s depositors, (ii) the Bank’s obligations under bankers’ acceptances and letters of credit, (iii) the Bank’s obligations to all of its other creditors, including its obligations to any Federal Reserve Bank, the FDIC (except for obligations to the FDIC arising under the provisions of Section 1815(e) of

Title 12 of the United States Code) and any rights acquired by the FDIC as a result of loans made by the FDIC to the Bank or the purchase or guarantee of any of its assets by the FDIC pursuant to the provisions of 12 U.S.C. §1823(c), (d) or (e), whether now outstanding or hereafter incurred, except those specifically designated as ranking on a parity with, or subordinated to, the Securities.

          (aaaa) “Share Issue Price” means an amount equal to the product of (i) $10 and (ii) the total number of shares of Convertible Preferred Stock to be issued to the Purchasers on the Closing Date as set forth on Schedule 2.01 .

          (bbbb) “Significant Subsidiary” has the meaning set forth in Section 5.06 .

          (cccc) “Spin-Off” means the transaction by which shares of Common Stock were distributed to stockholders of Temple-Inland, which transaction was completed on December 28, 2007.

          (dddd) “Stated Maturity” means the tenth anniversary of the Closing Date.

          (eeee) “Stockholder Approval” means approval by stockholders of the Parent of the conversion of the Preferred Shares into Conversion Shares as required by the New York Stock Exchange Listed Company Manual.

          (ffff) “Subsidiary” means a Person more than fifty percent (50%) of the outstanding voting stock or other voting interests of which is owned, directly or indirectly, by the Bank or by one or more other Subsidiaries, or by the Bank and one or more other Subsidiaries. For purposes of this definition, “voting stock” means stock that ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

          (gggg) “Tax Matters Agreement” means that certain Tax Matters Agreement by and among Temple-Inland Inc., Forestar Real Estate Group Inc., and Guaranty Financial Group Inc., dated as of December 11, 2007.

          (hhhh) “Tax” or “Taxes” has the meaning set forth in Section 5.15 .

          (iiii) “Tax Returns” has the meaning set forth in Section 5.15 .

          (jjjj) “Temple-Inland” means Temple-Inland Inc., the former parent corporation of the Parent.

          (kkkk) “Texas Franchise Tax” means the Texas franchise tax (Tex. Tax Code Ann. Section 171.001, et. seq.)

          (llll) “United States” means the United States of America (including the States and the District of Columbia), its territories and its possessions.

          (mmmm) “Unit” means a number of shares (or fraction thereof) of Convertible Preferred Stock, and a principal amount of Securities, in a fixed ratio determined as set forth on Schedule 2.01 .

          (nnnn) “Voting Stock” securities of the Parent with the power to vote with respect to the election of directors generally, including the Common Stock.

Section 2. THE UNITS

     2.01 Aggregate Purchase Amount.

          (a) The Bank, the Parent and the Purchasers have agreed that the Purchasers shall purchase the Units for an aggregate purchase price of $275,000,000, consisting in the aggregate of (i) a number of shares of Convertible Preferred Stock, as set forth in Schedule 2.01 , and (ii) the Securities as set forth in Schedule 2.01 , and each of the Purchasers has agreed to purchase the number of Units (consisting of Securities and Preferred Shares set forth opposite such Purchaser’s name on Schedule 2.01 ) for the aggregate Purchase Price set forth opposite such Purchaser’s name on Schedule 2.01 .

          (b) The Bank shall authorize the issuance and sale to the Purchasers of its 12% Subordinated Notes in the aggregate principal amount of $275,000,000 due on the Stated Maturity (such notes delivered pursuant to Article 3 of this Agreement and any note issued in exchange therefor pursuant to Section 2.05 of this Agreement being, collectively, the “ Securities ”). The Securities shall be substantially in the form set forth in Exhibit B , with such changes therefrom, if any, as may be approved by Purchasers and the Bank.

          (c) The Parent shall authorize for issuance and sell to the Purchasers, in consideration of the payment of the Share Issue Price, a total number of shares of Convertible Preferred Stock, as set forth on Schedule 2.01 , and promptly thereafter the Parent shall contribute the proceeds of such sale of Convertible Preferred Stock to the Bank.

     2.02 Interest on Securities . The Bank shall pay interest on the unpaid principal amount of the Securities from their respective dates of issuance until such Securities are paid in full. The outstanding unpaid principal balance of each of the Securities shall accrue interest at the rate of 12% per annum from the Closing Date until Maturity. Interest shall be due and payable semiannually in arrears to all Holders on the last Business Day of each December and June, commencing December 31, 2008. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, interest shall accrue on the outstanding unpaid principal balance of each of the Securities, and on interest that is accrued and not paid when due, at a per annum rate equal to the Default Interest Rate, and such interest shall be due and payable in arrears to all Holders from time to time on a monthly basis on the last Business Day of each month or, at the option of the Required Holders, upon written demand. Interest on the Securities shall be computed on the basis of a 360-day year for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. The Bank’s payment of interest on the Securities shall not be reduced by withholding taxes; provided, that the the Purchaser shall have delivered to the Bank a properly executed Internal Revenue Service Form W-9 or W-8BEN.

     2.03 Transfer and Exchange of Units .

          (a) The Bank shall keep at its principal executive office a register for the registration and registration of transfers of both the Securities and the Convertible Preferred Stock. The name and address of each Holder of Securities and Convertible Preferred Stock, each transfer thereof and the name and address of each transferee of Securities and Convertible Preferred Stock shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Security or share of Convertible Preferred Stock shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes hereof, and the Bank shall not be affected by any notice or knowledge to the contrary.

          (b) Upon surrender of any Security at the principal executive office of the Bank for registration of transfer or exchange (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder of such Security or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Security or part thereof), the Bank shall execute and deliver, at the Bank’s expense (except as provided below), one or more new Securities (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Security. Each such new Security shall be payable to such Person or Persons as such Holder may request and shall be substantially in the form of Exhibit A hereto. Each such new Security shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Security or dated the date of the surrendered Security if no interest shall have been paid thereon. The Bank may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Securities. Securities shall not be transferred by any Holder of Securities to any Person other than an Affiliate of such Holder in denominations of less than $250,000, provided that, if necessary to enable the registration of transfer by a Holder of its entire holding of Securities, one Security may be in a denomination of less than $250,000.

          (c) Any transferee, by its acceptance of a Security registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Article 6 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows: (A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Operative Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Operative Document or any other instrument or document furnished pursuant hereto or thereto; (B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Bank or the performance or observance by the Bank of any of its obligations under any Operative Document or any other instrument or document furnished pursuant thereto; (C) such transferee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 5.11 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Securities; (D) such transferee shall, independently and without reliance upon the transferor or any other Holder of Securities and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in

taking or not taking action under this Agreement; (E) such transferee agrees that it shall perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Holder of a Security, and (F) such transferee represents and warrants that it is, as of the effective date of the transfer of Securities thereto, a transferee permitted under the terms of the Securities as contemplated in Section 3.05 hereof.

     2.04 Loss or Destruction of Security . Upon receipt by the Bank of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Security, and in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it, or in the case of mutilation, upon surrender and cancellation thereof, the Bank, at its own expense, shall execute and deliver, in lieu thereof, a new Security, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Security or dated the date of such lost, stolen, destroyed or mutilated Security if no interest shall have been paid thereon.

     2.05 Method of Payment on Securities . So long as a Purchaser or a Purchaser’s nominee shall be the Holder of any Security, the Bank shall pay all sums becoming due on such Security for principal and interest by the method and at the address specified for such purpose below Purchaser’s name in Schedule 1 , or by such other method or at such other address as Purchaser shall have from time to time specified to the Bank in writing for such purpose, without the presentation or surrender of such Security or the making of any notation thereon, except that upon written request of the Bank made concurrently with or reasonably promptly after payment or prepayment in full of any Security, Purchaser shall surrender such Security for cancellation, reasonably promptly after any such request, to the Bank at its principal executive office. Prior to any permitted sale, transfer or other disposition of any Security held by a Purchaser or a Purchaser’s nominee, Purchaser shall, at Purchaser’s election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Security to the Bank in exchange for a new Security or Securities pursuant to Section 2.03 .

     2.06 Prepayment of Securities .

          (a) At any time and from time to time after the fifth anniversary of the date of issuance of the Securities but not prior thereto, the Bank may (subject to the prior approval of the applicable Federal Banking Regulator), upon not less than seven Business Days’ notice to Purchasers, prepay, without premium or penalty thereon, the unpaid principal amount of the Securities, in whole or in part, together with accrued interest thereon to the date of such prepayment on the principal amount prepaid; provided that each partial prepayment shall be in an aggregate principal amount of not less than $250,000.

          (b) Each partial prepayment of the Securities shall be allocated (in integral multiples of $1,000) to all Securities at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment, with adjustments to the extent applicable to compensate for any prior prepayments not made exactly in such proportion; provided, however, that if as a result of such allocation, any Security held by an Holder would be reduced to an amount of less than $1,000,000, the Bank shall, at the request of such Holder, redeem the balance of such Security.

          (c) In the case of each prepayment of Securities pursuant to this Section 2.08 , the principal amount of each Security to be so prepaid or repurchased shall mature and become due and payable on the date fixed for such prepayment or repurchase, together with interest on such principal amount to be so prepaid accrued to such date. From and after such date, unless the Bank shall fail to pay such principal amount to be so prepaid when so due and payable, together with the interest, as aforesaid, interest on such principal amount shall cease to accrue. Any Security paid or prepaid in full shall be surrendered to the Bank and canceled and shall not be reissued, and no Security shall be issued in lieu of any prepaid or repurchased principal amount of any Security.

          (d) Notwithstanding anything to the contrary in this Section 2.06 , the Securities may not be redeemed or prepaid at the option of the Bank prior to the Maturity pursuant to this Section 2.06 without the prior written consent of the applicable Federal Banking Regulator if the Bank is undercapitalized, significantly undercapitalized or critically undercapitalized as described in 12 C.F.R. Section 565.4(b), fails to meet its regulatory capital requirements under 12 C.F.R. Part 567, or, if after giving effect to such repayment, the Bank would fail to meet any of such standards or if such approval is otherwise required by the capital regulations of the applicable Federal Banking Regulator. The Bank shall apply to the OTS for any such required prior written consent.

     2.07 Acquisition by Bank of Securities . The Bank shall not purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Securities except in accordance with the terms of this Agreement and the Securities. The Bank shall promptly cancel all Securities acquired by it pursuant to any payment, prepayment or purchase of Securities pursuant to any provision of this Agreement and no Securities may be issued in substitution or exchange for any such Securities.

     2.08 Securities Subordinate to Senior Debt .

          (a) The Bank shall not pay the principal of, or premium, if any, or interest on, the Securities and may not repurchase, redeem or otherwise retire any Securities if any principal, premium or interest in respect of Senior Debt is not paid when due or within any applicable grace period (including at maturity) or any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or the payment due in respect of such Senior Debt has been paid in full in cash. Without limiting the generality of the foregoing, during the continuance of any default with respect to any Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Bank shall not make payments on the Securities for a period (a “ Payment Blockage Period ”) commencing upon the receipt by the Bank of written notice of such default from the Representative of any Senior Creditor with respect to such Senior Creditor’s Senior Debt specifying an election to effect a Payment Blockage Period (a “ Blockage Notice ”) and ending on the date, determined in good faith by the Bank, (i) of repayment in full in cash of such Senior Debt or (ii) that the default giving rise to such Blockage Notice is no longer continuing. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 2.08(a) ), unless the holders of Senior

Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Bank shall, upon the expiration of any Payment Blockage Period, resume payments of accrued unpaid interest on, and regularly scheduled payments of principal of, indebtedness of the Bank evidenced by the Securities.

          (b) Without limiting the generality of the foregoing, the obligations evidenced by the Securities are subordinated on liquidation, as to principal, interest, and premium (if any) to all claims against the Bank that have the same priority as savings accounts or higher. The indebtedness of the Bank evidenced by the Securities, including the principal and premium, if any, and interest shall be subordinate and junior in right of payment to its obligations to its depositors, its obligations under bankers’ acceptances and letters of credit, and its obligations to its other creditors, including its obligations to the Federal Reserve Bank, FDIC, and any rights acquired by the FDIC as a result of loans made by the FDIC to the bank or the purchase or guarantee of any of its assets by the FDIC pursuant to the provisions of 12 USC §1823(c), (d) or (e), whether now outstanding or hereafter incurred. In the event of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding up of or relating to the Bank, whether voluntary or involuntary, all such obligations shall be entitled to be paid in full before any payment shall be made on account of the principal of, or premium, if any, or interest, on the Securities. In the event of any such proceedings, after payment in full of all sums owing on such prior obligations, the holder of the Securities, together with any obligations of the Bank ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Bank the unpaid principal thereof and any unpaid premium, if any, and interest before any payment or other distribution, whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Bank ranking junior to the Securities.

          (c) Except as otherwise expressly set forth in this Section 2.08 , nothing herein shall impair the obligation of the Bank, which is absolute and unconditional, to pay the principal of and interest on the Securities according to their terms.

          (d) Notwithstanding anything to the contrary, (1) the Bank shall not pay interest on the Securities while it remains in default in the payment of any assessment due to the FDIC, and (2) in accordance with and subject to 12 U.S.C. §1831o(h) (or its successor statute), if the Bank becomes a critically undercapitalized insured depository institution under such statute, it shall not, beginning 60 days after becoming critically undercapitalized, make any payment of principal or interest on the Securities. The Bank shall promptly notify the Holders upon becoming aware of any facts that would result in the Bank being prohibited from paying interest on the Securities in accordance with the preceding sentence.

          (e) Each Holder by accepting a Security agrees that the Debt evidenced by such Security is subordinated in right of payment, to the extent and in the manner provided in this Section 2.9 , to the prior payment in full (including both interest and principal) of all Senior Debt and that the subordination is for the benefit of and enforceable by the Holders of Senior Debt.

          (f) Nothing in this Section 2.08 shall prevent any Holder of Securities from exercising its respective available remedies upon an Event of Default, subject to the rights of

holders of Senior Debt to receive distributions otherwise payable to Holders of the Securities. Should any payment or prepayment on account of the Securities (whether principal, interest or otherwise) be received by the Holders in contravention of this Section 2.08 , the Holders shall deliver the same to the Senior Creditors for application on the Senior Debt, and the Holders agree that, until so delivered, the same shall be deemed received by the Holders as agents for the Senior Creditors and such payment or prepayment shall be held in trust by the Holders as property of the Senior Creditors.

          (g) If the FDIC shall be appointed as receiver for the Bank and in its capacity as such shall have caused the Bank to merge with or into another financial institution, or in such capacity shall sell or otherwise convey part or all of the assets of the Bank to another financial institution or shall arrange for the assumption of less than all of the liabilities of the Bank by one or more other financial institutions, the FDIC shall have no obligation, either in its capacity as receiver or in its corporate capacity, to contract for or to otherwise arrange for the assumption of the obligation represented by the Securities in whole or in part by any financial institution or institutions which results from any such merger or which has purchased or otherwise acquired from the FDIC as receiver for the Bank, any of the assets of the Bank, or which pursuant to any arrangement with the FDIC, has assumed less than all of the liabilities of the Bank. To the extent that the obligations represented by the Securities have not been assumed in full by a financial institution with or into which the Bank may have been merged, as described in this paragraph (i), and/or by one or more financial institutions which have succeeded to all or a portion of the assets of the Bank, or which have assumed a portion but not all of the liabilities of the Bank as a result of one or more transactions entered into by the FDIC as receiver of the Bank, then the holder of the Securities shall be entitled to payments on the related obligation in accordance with any procedures or priorities set forth in any applicable receivership regulations or in orders of the FDIC relating to such receivership.

          (h) In the event that the obligation represented by the Securities is assumed in full by another financial institution, which shall succeed by merger or otherwise to substantially all of the assets and the business of the Bank, or which shall by arrangement with the FDIC assume all or a portion of the liabilities of the Bank, and payment or provision for payment shall have been made in respect of all matured installments of interest upon the Securities together with all installments of principal on the Securities which shall have become due other than by acceleration, then any default caused by the appointment of a receiver for the Bank shall be deemed to have been cured, and any declaration consequent upon such default declaring the principal and interest on the Securities to be immediately due and payable shall be deemed to have been rescinded.

          (i) The Securities are not secured by any assets of the Bank, or any affiliate (as defined in 12 C.F.R. Section 583.2) of the Bank. The Securities are not eligible as collateral for any loan by the Bank.

          (j) Notwithstanding any other provisions hereof or of the Securities, including specifically those set forth in the sections relating to subordination, events of default and covenants of the Bank, it is expressly understood and agreed that if the applicable Federal Banking Regulator is the OCC, then the OCC or any receiver or conservator of the Bank appointed by the OCC shall have the right in the performance of his legal duties, and as part of

liquidation designed to protect or further the continued existence of the Bank or the rights of any parties or agencies with an interest in, or claim against, the Bank or its assets, to transfer or direct the transfer of the obligations evidenced by the Securities or otherwise evidenced hereby to any bank or bank holding company selected by such official which shall expressly assume the obligation of the due and punctual payment of the unpaid principal, and interest and premium, if any, on the Securities or hereunder and the due and punctual performance of all covenants and conditions hereunder or under the Securities; and the completion of such transfer and assumption shall serve to supersede and void any default, acceleration or subordination which may have occurred, or which my occur due or related to such transaction, plan, transfer or assumption, pursuant to the provisions of the Securities or otherwise hereunder, and shall serve to return the Holder to the same position, other than for substitution of the obligor, it would have occupied had no default, acceleration or subordination occurred; except that any interest and principal previously due, other than by reason of acceleration, and not paid shall, in the absence of a contrary agreement by the Holders, be deemed to be immediately due and payable as of the date of such transfer and assumption, together with the interest from its original due date at the rate provided for herein or in the Securities.

Section 3. PURCHASE AND SALE OF THE UNITS .

     3.01 Purchase Price . Subject to the terms and conditions specified in this Agreement, each of the Purchasers, severally and not jointly, have agreed to purchase the Units, and the Bank and the Parent agree to sell to each Purchaser, the Units in the amounts set forth opposite each Purchaser’s name on Schedule 2.01 , in exchange for the payment of an aggregate cash amount (the “ Purchase Price ”) equal to $275,000,000. Each Purchaser will deliver its applicable purchase price set forth on Schedule 2.01 by wire transfer of immediately available funds to the Bank and to the Parent.

     3.02 Closing . Delivery or transfer of, and payment for, the Units shall be made at 11:00 A.M. Houston, Texas time, on a date that is within five Business Days after both (i) the Bank receives the approval of the OTS with respect to (a) the issuance of the Securities and the other terms contained herein or such later date (not later than 30 days later) as the parties may designate, and (b) the inclusion of the face amount of the Securities as Tier-2 Capital (as that term is defined by the OTS) of the Bank, and (ii) the satisfaction of all other conditions to closing set forth in Article 4 hereof (such date and time of delivery and payment for the Securities being herein called the “ Closing Date ”). On the Closing Date, the Units shall be transferred and delivered to each Purchaser, or its designee[s], against the payment of the Purchase Price to the Bank and to the Parent, as applicable.

     3.03 Delivery of Units . Delivery of the Units shall be made at such location, and in such names and denominations, as the Purchasers shall designate in advance of the Closing Date. The Bank and the Parent agree to have the Units available for inspection and checking by the Purchaser in New York, New York not later than 2:00 P.M. Dallas, Texas time, on the Business Day prior to the Closing Date. The closing for the purchase and sale of the Units shall occur at the offices of Arnold & Porter LLP, New York, New York or such other place as the parties hereto shall agree.

     3.04 No Registration . The Units, the Securities, the Convertible Preferred Stock and the Conversion Shares shall be sold by the Bank or the Parent (as applicable) to the Purchaser without registration of any of the Units, the Convertible Preferred Stock, the Securities or the Conversion Shares under the Securities Act, or any other applicable securities laws and regulations (including the Securities Offering Regulations of the OTS and state securities laws) in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Bank, the Parent and each Purchaser have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations.

     3.05 Certificate Legends .

          (a) Upon original issuance thereof, the Securities certificates shall each contain such legends as required pursuant to any of the Operative Documents, including without limitation, a legend stating that the offer, sale or transfer of the Securities shall be made only (a) to the Bank, (b) pursuant to Rule 144A under the Securities Act (“ Rule 144A ”), to a Person the transferor reasonably believes is a “Qualified Institutional Buyer” as defined in Rule 144A (a “ QIB ”) that purchases for its own account or for the account of a QIB to whom notice is given that the transfer is being made in reliance on Rule 144A, provided that such QIB is also an “Accredited Investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act (an “ Accredited Investor ”) or (c) an Accredited Investor that is acquiring the Security for its own account, or for the account of an Accredited Investor, for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, subject to the Bank’s right prior to any such offer, sale or transfer pursuant to clause (c) to require the delivery of an opinion of counsel, certification or other information reasonably satisfactory to it. !

          (b) (i) Each Purchaser agrees that all certificates or other instruments representing the Preferred Shares and the Conversion Shares subject to this Agreement shall bear a legend substantially to the following effect:

(A) THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT RELATING THERETO IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

(B) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT AND TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, DATED AS OF JUNE 7, 2008, COPIES OF WHICH ARE ON FILE WITH THE ISSUER.

Upon request of the Purchaser, upon receipt by the Parent of an opinion of counsel reasonably satisfactory to the Parent to the effect that such legend is no longer required under the Securities Act and applicable state laws, the Parent shall promptly cause clause (A) of the legend to be removed from any certificate for any Preferred Shares or Conversion Shares to be transferred by the Purchaser in accordance with the terms of this Agreement and clause (B) of the legend shall be removed upon the expiration of such transfer and other restrictions set forth in this Agreement. The Purchaser acknowledges that neither the Preferred Shares nor the Conversion Shares have been registered under the Securities Act or under any state securities laws and the Purchaser agrees that it shall not sell or otherwise dispose of any of the Preferred Shares or Conversion Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws.

          (c) The Units shall not be certificated or otherwise evidenced by any tangible form.

     3.06 No Offering Circular . The Securities are not being offered by an offering circular filed with and declared effective by the OTS pursuant to 12 C.F.R. § 563g.2 but instead are being sold in reliance upon an exemption from the offering circular requirement provided for by 12 C.F.R. §563g.3(b).

Section 4. CLOSING CONDITIONS .

     4.01 The obligations of the Bank and the Parent under this Agreement on the Closing Date are subject to the following conditions:

          (a) Accuracy of Representations and Warranties . The representations and warranties of the Purchasers in Section 6 shall be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) as of the date hereof and at and as of the Closing Date, except for representations and warranties made as of a specific date, which shall be made as of such specified date, except, in each case, where the failure of such representations or warranties to be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) would not result in a Material Adverse Change. Each Purchaser shall each have furnished to the Bank and to the Parent an Officer’s Certificate, as to the foregoing with respect to such Purchaser.

          (b) Purchase Permitted by Applicable Laws; Legal Investment . (i) No judgment, injunction, decree or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the transactions contemplated by this Agreement, and (ii) the purchase of and payment for the Securities as described in this Agreement shall have received the approval of the applicable Federal Banking Regulator as set forth in Section 3.02 .

          (c) Consents and Permits . The Bank shall have received all material consents, permits and other authorizations, and made all such filings and declarations, as may be required from any Person or entity pursuant to any law, statute, regulation or rule (federal, state, local and foreign), or pursuant to any agreement, order or decree to which

     the Bank is a party or to which it is subject, in connection with the transactions contemplated by this Agreement.

          (d)  Tier-2 Capital . The OTS shall have approved the inclusion of the face amount of the Securities as Tier-2 Capital as set forth in Section 3.02 , and the Operative Documents shall have been amended, as and to extent required by the OTS, in order to obtain such approval as Tier-2 Capital.

          (e)  Simultaneous Purchases . All purchases of Units shall have occurred simultaneously.

     4.02 The obligations of the Purchasers under this Agreement on the Closing Date are subject to the following conditions:

          (a) Accuracy of Representations and Warranties . The representations and warranties of the Bank and the Parent in Section 5 shall be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) as of the date hereof and at and as of the Closing Date, except for representations and warranties made as of a specific date, which shall be made as of such specified date, except, in each case, where the failure of such representations or warranties to be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect set forth therein) would not result in a Material Adverse Change. The Bank and the Parent shall each have furnished to each Purchaser on Officer’s Certificate, as to the foregoing, and to the effect that since the date of the Bank Financial Statements (as defined in Section 5.11 ), there has been no event, change or occurrence that has had or reasonably could be expected to have a Material Adverse Effect.

          (b) No Subsequent Change . Subsequent to the execution of this Agreement, there shall not have been any Material Adverse Change.

          (c) Purchase Permitted by Applicable Laws; Legal Investment . No judgment, injunction, decree or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the transactions contemplated by this Agreement, and the Purchasers shall have obtained the written approval of the applicable Federal Banking Regulator as set forth in Section 3.02 .

          (d) Consents and Permits . The Bank shall have received all material consents, permits and other regulatory approvals, and made all such material filings and declarations, as may be required from any Person or entity pursuant to any law, statute, regulation or rule (federal, state, local and foreign), or pursuant to any material order or decree to which the Bank is a party or to which it is subject, in connection with the transactions contemplated by this Agreement.

          (e) Tier-2 Capital . The OTS shall have approved the inclusion of the face amount of the Securities as Tier-2 Capital as set forth in Section 3.02 , and the Operative Documents shall have been amended, as and to extent required by the OTS, in order to obtain such approval as Tier-2 Capital.

          (f) Minimum Capital Raise; Closings . Excluding the proceeds from the sale of the Units, the Bank and the Parent shall have collectively raised in the aggregate $325,000,000 in additional capital from the proceeds of the sale of convertible preferred stock and common stock, including from the sale of common stock to TRT Financial Holdings, LLC for cash proceeds of $38,378,632, and the closings and fundings of the issuance of Convertible Preferred Stock by the Parent pursuant to investment agreements entered into on or about the date hereof between the Parent and the investors named therein shall occur prior to or simultaneously with the Closing.

          (g) Legal Opinion . The Purchasers shall have received a legal opinion from Fulbright & Jaworski LLP, counsel to the Bank, in form and substance reasonably satisfactory to the Purchasers holding a majority of the face amount of the Securities and containing reasonable qualifications and limitations, with respect to the matters of due incorporation, existence, power and authority, and enforceability (as set forth generally in Section 5.05 ), capitalization (as set forth generally in Section 5.08 ) and with respect to the capitalization of the Parent (as set forth generally in Section 5.32 , other than the last sentence thereof).

          (h) Tax Opinion . The Parent shall have received from Fulbright & Jaworski L.L.P. an opinion that with respect to the Spin-Off, the issuance of the Convertible Preferred Stock, as provided herein, will not result in Distribution Taxes (as such term is defined in the Tax Matters Agreement) imposed under the Code, the Texas Franchise Tax or the California Taxes, and a copy of such opinion shall be furnished to the Purchasers prior to the Closing Date.

          (i) Simultaneous Purchases . All purchases of Units shall have occurred simultaneously.

          (j) The Purchasers shall have obtained the OTS Approval, as applicable.

     If any of the conditions specified in this Section 4 shall not have been fulfilled when and as provided in this Agreement, then this Agreement and all obligations hereunder may be canceled at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the other parties in writing or by telephone or facsimile confirmed in writing.

     Each certificate signed by any officer of the Bank and delivered to the Purchasers or their counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Bank and not by such officer in any individual capacity.

Section 5. REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE PARENT .

The Bank represents and warrants to, and agrees with the Purchasers as of the date hereof and as of the Closing Date as follows in Sections 5.01 through 5.29 :

     5.01 Securities Laws Matters :

          (a) Neither the Bank, nor any of its “ affiliates &rdqu