Exhibit 10.10


THIS WARRANT AND THE SECURITIES ISSUABLE UPON
THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SUCH ACT.


	
  Warrant No. 01-W

  	
   

  	
   

  	
   

  	
  Void after

  
	
   

  	
   

  	
   

  	
   

  	
  November 15, 2011

  



 


TREATY OAK
BANCORP, INC.


WARRANT TO PURCHASE
SHARES OF COMMON STOCK


For
due and valid consideration, the receipt and sufficiency of which is hereby
acknowledged, this Warrant is issued to                  
(the “Holder”) by Treaty Oak Bancorp, Inc., a Texas corporation (the “Company”),
in connection with the consummation of that certain merger transaction (the “Merger”)
between the Company and Treaty Oak Holdings, Inc., a Texas corporation (“TOHI”).  This Warrant to Purchase Shares of Common
Stock replaces the Warrant previously issued to the Holder (the “TOHI
Warrant”) in connection with the redemption transaction effected by TOHI
pursuant to that certain Stock Redemption Agreement, dated as of August 30,
2006.  The Original Warrant shall no
longer be deemed outstanding, effective upon the consummation of the Merger,
even if the original TOHI Warrant certificate is not returned to the Company
for cancellation.


1.             Purchase of Shares.


(a)           Number
of Shares.  Subject to the terms and
conditions set forth herein, the Holder is entitled, upon surrender of this
Warrant at the principal office of the Company (or at such other place as the
Company shall notify the Holder in writing), to purchase from the Company                  
fully paid and nonassessable shares of the Company’s Common Stock, par value
$0.01 per share (the “Common Stock”).


(b)           Exercise
Price.  The exercise price for the
shares of Common Stock issuable pursuant to this Section 1 (the “Shares”)
shall be the greater of: (i) $6.67 per share or (ii) the Book Value Per
Share of Common Stock (as defined below) (the “Exercise Price”). The
Shares and the Exercise Price shall be subject to adjustment pursuant to Section
8 hereof.  As used herein, the term “Book
Value Per Share of Common Stock” shall mean the total shareholders’ equity
of the Company less the liquidating preference, if any, applicable to any of
the then issued and outstanding shares of the Company’s preferred stock (determined
in accordance with generally accepted accounting principles consistently
applied) divided by the number of issued and outstanding shares of the
Company’s capital stock (calculated on a fully-diluted basis), pursuant to
quarterly financial statements prepared in accordance with generally accepted
accounting principles (GAAP) and published by the Company effective on the date




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such statements are submitted to the Securities and Exchange Commission
(if required) or, if not so required, the Company shall provide the Holder such
information as may be reasonably requested by the Holder to permit the Holder
to compute the Exercise Price, which information shall be kept strictly
confidential and used only for purposes of computing the Exercise Price, and
shall be returned (including any copies thereof) to the Company promptly upon
request.


2.             Exercise Period.  This Warrant shall be exercisable, in whole
or in part, during the term commencing on the date hereof and ending at 5:00
p.m. (Texas time) on November 15,
2011 (the “Exercise Period”).


3.             Method of Exercise.


(a)           While this Warrant
remains outstanding and exercisable in accordance with Section 2
above, the Holder may exercise, in whole or in part, the purchase rights
evidenced hereby.  Such exercise shall be
effected by:


(i)            the surrender of
the Warrant, together with a duly executed copy of the Notice of Exercise
attached hereto, to the Secretary of the Company at its principal office (or at
such other place as the Company shall notify the Holder in writing);


(ii)           if applicable, the
payment to the Company of an amount equal to the aggregate Exercise Price for
the number of Shares being purchased; and


(iii)          the
execution and delivery of an irrevocable proxy of all voting rights with
respect to the Shares so purchased in favor of the Company.


(b)           Each
exercise of this Warrant shall be deemed to have been effected immediately
prior to the close of business on the day on which this Warrant is surrendered
to the Company as provided in Section 3(a) above.  At such time, the person or persons in whose
name or names any certificate for the Shares shall be issuable upon such
exercise as provided in Section 3(c) below shall be deemed to have
become the holder or holders of record of the Shares represented by such certificate.


(c)           As
soon as practicable after the exercise of this Warrant in whole or in part, and
in any event within twenty (20) business days thereafter, the Company at its
expense will cause to be issued in the name of, and delivered to, the Holder, or
as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct:


(i)            a
certificate or certificates for the number of Shares to which such Holder shall
be entitled, and


(ii)           in
case such exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, calling in the aggregate on the face or faces thereof
for the number of Shares equal to the number of such Shares described in this
Warrant minus the number of such Shares purchased by the Holder upon all exercises
made in accordance with Section 3(a) above.



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(iii)          Notwithstanding the
provisions of Section 2, if the Holder has not exercised this
Warrant prior to the closing of a Corporate Transaction, this Warrant shall
automatically be deemed to be exercised in full, in the manner set forth in Section 4
below, without any further action on behalf of the Holder immediately prior to
such closing.  As used herein, the term “Corporate
Transaction” shall mean any of the following transactions:  (A) the closing of the sale, transfer or
other disposition of all or substantially all of the Company’s assets, (B)
except as provided below, the consummation of the merger or consolidation of
the Company with or into another entity (except a merger or consolidation in
which the holders of capital stock of the Company immediately prior to such
merger or consolidation continue to hold at least 50% of the voting power of
the capital stock of the Company or the surviving or acquiring entity),
(C) the closing of the transfer (whether by merger, consolidation or
otherwise), in one transaction or a series of related transactions, to a person
or group of affiliated persons (other than an underwriter of the Company’s
securities), of the Company’s securities if, after such closing, such person or
group of affiliated persons would hold 50% or more of the outstanding voting
stock of the Company (or the surviving or acquiring entity), or (D) a
liquidation, dissolution or winding up of the Company; provided, however,
that a transaction shall not constitute a Corporate Transaction if its sole
purpose is to change the state of the Company’s incorporation or to create a
holding company that will be owned in substantially the same proportions by the
persons who held the Company’s securities immediately prior to such
transaction.


4.             Net Issue Exercise.  In lieu of exercising this Warrant for
cash, the Holder may elect to receive shares equal to the value of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the principal
office of the Company together with notice of such election (a “Net Exercise”).  A Holder exercises this Warrant pursuant to
this Section 4 shall have the rights described in Sections 3(b)
and 3(c) hereof, and the Company shall issue to such Holder a number of
Shares computed using the following formula:


Y
(A - B)


X =                 A


Where


X
=                             The number of Shares to be issued to the
Holder.


Y
=                              The number of Shares purchasable under this
Warrant or, if only a portion of the Warrant is being exercised, the portion of
the Warrant being cancelled (at the date of such calculation).


A
=                            The fair market value of one (1) Share (at
the date of such calculation).


B
=                              The Exercise Price (as adjusted to the date
of such calculation).


For purposes of this Section 4, the fair
market value of a Share shall mean either (i) the average of the closing prices
of the Shares quoted in the over-the-counter market in which the Shares are
traded, or the closing price quoted on any exchange or electronic securities
market on which the Shares are listed, whichever is applicable, as published in
The Wall Street Journal for the thirty (30) trading days prior to the
date of determination of fair market value (or such 



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shorter period of time during which such Shares were
traded over-the-counter or on such exchange), or (ii) if there is a Corporate
Transaction (other than the Merger), the sale price as proposed in such
transaction if such exercise is being made contemporaneously with such
Corporate Transaction.  If the Shares are
not traded on the over-the-counter market, an exchange or an electronic
securities market, the fair market value shall be the price per Share that the
Company could obtain from a willing buyer for Shares sold by the Company from
authorized but unissued Shares, as such prices shall be determined in good
faith by the Company’s Board of Directors. 
As used in this Section 4, a “Corporate Transaction”
shall mean any acquisition of the Company, whether by asset purchase, stock
purchase, merger, consolidation, share exchange or otherwise, of all or a major
portion of the business or assets of, or a controlling interest of, the
Company. 


5.             Representations
and Warranties of the Holder. 
In connection with the transactions provided for herein, the Holder
hereby represents and warrants to the Company that:


(a)           Authorization.  The Holder represents that it has full power
and authority to enter into this Warrant. 
This Warrant constitutes the Holder’s valid and legally binding
obligation, enforceable in accordance with its terms, except as may be limited
by (i) applicable bankruptcy, insolvency, reorganization, or similar laws
relating to or affecting the enforcement of creditors’ rights and (ii) laws
relating to the availability of specific performance, injunctive relief or
other equitable remedies.


(b)           Purchase
Entirely for Own Account.  The Holder
acknowledges that this Warrant is entered into by the Holder in reliance upon
such Holder’s representation to the Company that the Warrant and the Shares
(collectively, the “Securities”) will be acquired for investment for the
Holder’s own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that the Holder has no present
intention of selling, granting any participation in or otherwise distributing
the same.


(c)           Disclosure
of Information.  The Holder
acknowledges that it has received all the information it considers necessary or
appropriate for deciding whether to acquire the Securities.  The Holder further represents that it has had
an opportunity to ask questions and receive answers from the Company regarding
the terms and conditions of the offering of the Securities.


(d)           Investment
Experience.  The Holder is an
investor in securities and acknowledges that it is able to fend for itself, can
bear the economic risk of its investment, and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits
and risks of the investment in the Securities. 
If other than an individual, the Holder also represents it has not been
organized solely for the purpose of acquiring the Securities.


(e)           Accredited
Investor.  Except as otherwise
disclosed in writing to the Company, the Holder is an “accredited investor”
within the meaning of Rule 501 of Regulation D, as presently in effect, as
promulgated by the Securities and Exchange Commission (the “SEC”) under
the Act.



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(f)            Restricted
Securities.  The Holder understands
that the Securities are characterized as “restricted securities” under the
federal securities laws inasmuch as they are being acquired from the Company in
a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act, only in certain limited circumstances. 
In this connection, each Holder represents that it is familiar with Rule
144, as presently in effect, as promulgated by the SEC under the Act (“Rule 144”),
and understands the resale limitations imposed thereby and by the Act.


(g)           Further
Limitations on Disposition.  Without
in any way limiting the representations set forth above, the Holder further
agrees not to make any disposition of all or any portion of the Shares unless
and until the transferee has agreed in writing for the benefit of the Company
to be bound by the terms of this Warrant, including, without limitation, this Section 4;
and:


(i)            there
is then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or


(ii)           the
Holder shall have notified the Company of the proposed disposition and shall
have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition and the Holder shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company,
that such disposition will not require registration of such shares under the
Act.  It is agreed that the Company will
not require opinions of counsel for transactions made pursuant to Rule 144
except in extraordinary circumstances.


6.             Representations
and Covenants of the Company.


(a)           Representations
as to Exercise Shares.  The Company
represents and warrants that all Shares that may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance in accordance with
the terms hereof, be validly issued and outstanding, fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issuance thereof.  The Company further represents
and warrants that the Company, its successors or assigns, through merger
consolidation or otherwise will at all times during the Exercise Period, have
authorized and reserved, free from preemptive rights, a sufficient number of
shares of Common Stock to provide for the exercise of the rights represented by
this Warrant.  If at any time during the
Exercise Period the number of authorized but unissued shares of Common Stock
shall not be sufficient to permit exercise of this Warrant, the Company will take
such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes.


(b)           Notices
of Record Date.  In the event of any
taking by the Company of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend which is the same as cash dividends paid
in previous quarters and stock dividends) or other distribution, the Company
shall mail to the Holder, at least ten (10) days prior to such record date, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend or distribution.



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7.             Legends.
It is understood that the Securities may bear the following legend:


“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SUCH ACT.”


8.             Adjustment of
Exercise Price and Number of Shares. 
Except to the extent it would be inconsistent with the exchange ratio
set forth in Section 3(c)(iii) above, the number and kind of
Shares purchasable upon exercise of this Warrant and the Exercise Price shall
be subject to adjustment from time to time as follows:


(a)           Subdivisions,
Combinations and Other Issuances.  If
the Company shall at any time after the issuance but prior to the expiration of
this Warrant subdivide its Common Stock, by split-up or otherwise, or combine
its Common Stock, or issue additional shares of its Preferred Stock or Common
Stock as a dividend with respect to any shares of its Common Stock, the number
of Shares issuable on the exercise of this Warrant shall forthwith be proportionately
increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. 
Appropriate adjustments shall also be made to the Exercise Price payable
per share, but the aggregate Exercise Price payable for the total number of
Shares purchasable under this Warrant (as adjusted) shall remain the same.  Any adjustment under this Section 8(a)
shall become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in
the event that no record date is fixed, upon the making of such dividend.


(b)           Reclassification,
Reorganization and Consolidation.  In
case of any reclassification, capital reorganization or change in the capital
stock of the Company (other than as a result of a subdivision, combination or
stock dividend provided for in Section 6(b) above), then, as a condition
of such reclassification, reorganization or change, lawful provision shall be
made, and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the Holder, so that the Holder shall have the
right at any time prior to the expiration of this Warrant to purchase, at a
total price equal to that payable upon the exercise of this Warrant, the kind
and amount of shares of stock and other securities or property receivable in
connection with such reclassification, reorganization or change by a holder of
the same number and type of securities as were purchasable as Shares by the Holder
immediately prior to such reclassification, reorganization or change.  In any such case appropriate provisions shall
be made with respect to the rights and interest of the Holder so that the
provisions hereof shall thereafter be applicable with respect to any shares of
stock or other securities or property deliverable upon exercise hereof, and
appropriate adjustments shall be made to the Exercise Price per Share payable
hereunder, provided the aggregate Exercise Price shall remain the same.



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(c)           Notice
of Adjustment.  When any adjustment
is required to be made in the number or kind of shares purchasable upon
exercise of the Warrant, or in the Exercise Price, the Company shall promptly
notify the Holder of such event and of the number of Shares or other securities
or property thereafter purchasable upon exercise of this Warrant.


9.             No Fractional
Shares or Scrip.  No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant, but in lieu of such fractional shares the Company
shall make a cash payment therefor on the basis of the Exercise Price then in
effect.


10.           No Shareholder
Rights.  Prior to exercise of
this Warrant, the Holder shall not be entitled to any rights of a shareholder
with respect to the Shares, including (without limitation) the right to vote
such Shares, receive dividends or other distributions thereon, exercise
preemptive rights or be notified of stockholder meetings, and, except as
otherwise provided in this Warrant, such Holder shall not be entitled to any
stockholder notice or other communication concerning the business or affairs of
the Company.


11.           Transfer of Warrant.  Subject to compliance with applicable federal
and state securities laws and any other contractual restrictions between the
Company and the Holder contained herein, this Warrant and all rights hereunder
are transferable or assignable in whole or in part by the Holder to any person
or entity upon written notice to the Company. 
Within a reasonable time after the Company’s receipt of an executed
Assignment Form in the form attached hereto, the transfer or assignment shall
be recorded on the books of the Company upon the surrender of this Warrant,
properly endorsed, to the Company at its principal offices, and the payment to the
Company of all transfer taxes and other governmental charges imposed on such
transfer or assignment. In the event of a partial transfer or assignment, the
Company shall issue to the new holders one (1) or more appropriate new
warrants.


12.           Governing Law.  This Warrant shall be governed by and construed under the laws of the State of Texas as applied to agreements
among Texas residents, made and
to be performed entirely within the State of Texas.


13.           Successors and
Assigns.  The terms and
provisions of this Warrant shall inure to the benefit of, and be binding upon,
the Company and the holders hereof and their respective successors and assigns.


14.           Titles and
Subtitles.  The titles and
subtitles used in this Warrant are used for convenience only and are not to be
considered in construing or interpreting this Warrant.


15.           Notices.  All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed effectively
given:  (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient, and if not so confirmed,
then on the next business day, (c) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (d)
one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt.  All communications shall be 



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sent to the respective
parties at the following addresses (or at such other addresses as shall be
specified by notice given in accordance with this Section 15):


If to the Company:


Treaty Oak Bancorp, Inc.

101 Westlake Drive

Austin, Texas 78746

Attention:  Jeffrey L. Nash


If to Holder:


At the address shown on the signature pages hereto.


16.           Expenses.  If any action at law or in equity is
necessary to enforce or interpret the terms of this Warrant, the prevailing
party shall be entitled to reasonable attorneys’ fees, costs and necessary
disbursements in addition to any other relief to which such party may be
entitled.


17.           Entire Agreement;
Amendments and Waivers.  This
Warrant and any other documents delivered pursuant hereto constitute the full
and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.


18.           Severability.  If any provision of this Warrant is
held to be unenforceable under applicable law, such provision shall be excluded
from this Warrant and the balance of the Warrant shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.


[Signature page
follows.]


 



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IN WITNESS WHEREOF, the parties have executed this
Warrant as of
the date above written.


	
  

  	
   

  	
   

  	
  TREATY OAK BANCORP, INC.,

  	
   

  
	
   

  	
   

  	
   

  	
  a Texas corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey L. Nash, President

  	
   

  



 


	
  

  	
   

  	
   

  	
  Address:

  	
  101 Westlake Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Austin, Texas 78746

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  ACKNOWLEDGED AND AGREED:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HOLDER:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[Signature
Page to Warrant]









 



NOTICE OF EXERCISE


Treaty Oak Bancorp, Inc.

101 Westlake Drive

Austin, Texas 78746

Attention:  Corporate Secretary


The
undersigned hereby elects to purchase, pursuant to the provisions of the
Warrant, as follows:


____       _____________ shares of Common Stock
pursuant to the terms of the attached Warrant, and tenders herewith payment in
cash of the Exercise Price of such Shares in full, together with all applicable
transfer taxes, if any.


____       Net Exercise the attached Warrant with
respect to __________ Shares.


The
undersigned hereby represents and warrants that Representations and Warranties
in Section 5 hereof are true and correct as of the date hereof.


	
  

  	
   

  	
   

  	
  HOLDER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  

  	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name in which shares should be registered:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 









 



TREATY OAK BANCORP, INC.


ASSIGNMENT FORM


(To assign the foregoing Warrant, execute

this form and supply required information.

Do not use this form to purchase shares.)


FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to:


	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Please Print)

  	
   

  	
   

  	
   

  



 


	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Please Print)

  	
   

  	
   

  	
   

  



 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  



 


	
  Holder’s

  	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  



 


	
  Holder’s

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  



 


NOTE:  The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant.  Officers of corporations and those acting in
a fiduciary or other representative capacity should provide proper evidence of
authority to assign the foregoing Warrant.