exv4w3






Exhibit 4.3









SUBSCRIPTION AGENT AGREEMENT



     This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of _____________, 2011
by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and T
Bancshares, Inc. (the “Company”).




	1.	 	The Company is offering (the “Rights Offering”) to the holders (“Record Holders”) of shares
of its common stock, par value $0.01 per share (“Common Stock”), on ______________ (the
“Record Date”), the right (“Rights”) to subscribe for 1.5 shares of Common Stock for every one
(1) share of Common Stock held by Record Holders as of the close of business on the Record
Date. Except as set forth in Sections 8 and 9 below, Rights shall cease to be exercisable at
5:00 P.M., New York City time, on _________________, 2012 or such later date of which the
Company notifies the Subscription Agent orally and confirms in writing (the “Expiration
Date”). A total of 1,941,305 Rights are being issued for 1,941,305 shares of Common Stock
outstanding on the Record Date. Payment in full of the subscription price of $2.00 per share
of Common Stock (the “Subscription Price”) is required to exercise each Right to purchase 1.5
shares of Common Stock. Rights are evidenced by nontransferable subscription certificates in
registered form (“Subscription Certificates”). Each Record Holder who fully exercises and
subscribes for all Rights evidenced by such Subscription Certificate(s) (the “Basic
Subscription Right”) will have the right to subscribe for additional shares of Common Stock,
if any, available as a result of any unexercised Rights (such additional subscription right
being referred to hereafter as the “Over Subscription Privilege”). The Rights Offering will
be conducted in the manner and upon the terms set forth in the Company’s Prospectus dated
_______________, 2011 (the “Prospectus”), which is incorporated herein by reference and made a
part hereof as if set forth in full herein.
	 
	2.	 	The Subscription Agent is hereby appointed to effect the Rights Offering in accordance with
the Prospectus. The Subscription Agent may rely on, and shall be protected in acting upon,
any certificate, instrument, opinion, representation, notice letter or other document
delivered to it and believed by it to be genuine and to have been signed by the proper party
or parties.
	 
	3.	 	Enclosed herewith are the following, the receipt of which the Subscription Agent acknowledges
by its execution hereof:






	 	(a)	 	a copy of the Prospectus;
	 
	 	(b)	 	the form of Subscription Certificate (with instructions);
	 
	 	(c)	 	resolutions adopted by the board of directors of the Company in connection with
the Rights Offering, certified by the secretary of the Company;
	 
	 	(d)	 	Letter to Record Holders;
	 
	 	(e)	 	Letter to Beneficial Holders;





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	 	(f)	 	Letter to Clients;
	 
	 	(g)	 	Nominee Holder Certification;
	 
	 	(h)	 	Beneficial Holder Election Form; and
	 
	 	(i)	 	notice of guaranteed delivery (“Notice of Guaranteed Delivery”).






	4.	 	As soon as is reasonably practicable after the execution of this Agreement, the Subscription
Agent shall mail or cause to be mailed to each holder of Common Stock at the close of business
on the Record Date a Subscription Certificate evidencing the Rights to which such holder is
entitled, a Notice of Guaranteed Delivery, a Prospectus and an envelope addressed to the
Subscription Agent. Prior to mailing, the Company shall provide the Subscription Agent with
blank Subscription Certificates which the Subscription Agent shall prepare and issue in the
names of holders of Common Stock of record at the close of business on the Record Date and for
the number of Rights to which they are entitled. The Company shall also provide the
Subscription Agent with a sufficient number of copies of each of the documents to be mailed
with the Subscription Certificates.
	 
	5.	 	Subscription Procedure.






	 	(a)	 	Upon the Subscription Agent’s receipt prior to 5:00 P.M., New York City time,
on the Expiration Date (by mail or delivery) of (i) any Subscription Certificate
completed and endorsed for exercise, as provided on the reverse side of the
Subscription Certificate (except as provided in Section 8 hereof), and (ii) payment in
full of the Subscription Price in U.S. funds by check, bank draft or money order or
wire transfer payable at par (without deduction for bank service charges or otherwise)
to the order of “American Stock Transfer & Trust Company, LLC” the Subscription Agent
shall as soon as practicable after the Expiration Date, but after performing the
procedures described in subsections (b) and (c) below, mail to the subscriber’s
registered address on the books of the Company certificates representing the securities
underlying each Right duly subscribed for (pursuant to the Basic Subscription Right and
the Over Subscription Privilege) and furnish a list of all such information to the
Company.
	 
	 	(b)	 	As soon as practicable after the Expiration Date the Subscription Agent shall
calculate the number of shares of Common Stock to which each subscriber is entitled
pursuant to the Over Subscription Privilege. The Over Subscription Privilege may only
be exercised by Record Holders who fully exercise to purchase all of the Rights that
can be exercised under the Basic Subscription Right. The shares of Common Stock
available for additional subscriptions will be those that have not been subscribed and
paid for pursuant to the Basic Subscription Right (the “Remaining Shares”). Where
there are sufficient Remaining Shares to satisfy all additional subscriptions by
holders exercising their rights under the Over Subscription Privilege, each Record
Holder shall be allotted the number of Remaining Shares subscribed for. If the
aggregate number of Remaining Shares
subscribed for under the Over Subscription Privilege exceeds the number of





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	 	 	 	Remaining
Shares, the number of Remaining Shares allotted to each participant in the Over
Subscription Privilege shall be the product (disregarding fractions) obtained by
multiplying the number of Remaining Shares by a fraction of which the numerator is the
number of Rights subscribed for by that participant under the Over Subscription
Privilege and the denominator is the aggregate number of Remaining Shares subscribed
for by all participants under the Over Subscription Privilege. Any fractional Right to
which persons exercising their Over Subscription Privilege would otherwise be entitled
pursuant to such allocation shall be rounded down to the next whole Right.
	 
	 	(c)	 	Upon calculating the number of Remaining Shares to which each subscriber is
entitled pursuant to the Over Subscription Privilege and the amount overpaid, if any,
by each subscriber, the Subscription Agent shall, as soon as practicable, furnish a
list of all such information to the Company.
	 
	 	(d)	 	Upon calculating the number of Remaining Shares to which each subscriber is
entitled pursuant to the Over Subscription Privilege and assuming payment for the
additional Remaining Shares subscribed for has been delivered, the Subscription Agent
shall mail, as contemplated in subsection (a) above, the certificates representing the
additional securities which the subscriber has been allotted. If a lesser number of
Remaining Shares is allotted to a subscriber under the Over Subscription Privilege than
the subscriber has tendered payment for, the Subscription Agent shall remit the
difference to the subscriber without interest or deduction at the same time as
certificates representing the securities allotted pursuant to the Over Subscription
Privilege are mailed.
	 
	 	(e)	 	Funds received by the Subscription Agent pursuant to the Basic Subscription
Right and the Over Subscription Privilege shall be held by it in a segregated account.
Upon mailing certificates representing the securities and refunding subscribers for
additional Rights subscribed for but not allocated, if any, the Subscription Agent
shall promptly remit to the Company all funds received in payment of the Subscription
Price for Rights sold in the Rights Offering.






	6.	 	The Company shall have the absolute right to reject any defective exercise of Rights or to
waive any defect in exercise. Unless requested to do so by the Company, the Subscription Agent
shall not be under any duty to give notification to holders of Subscription Certificates of
any defects or irregularities in subscriptions. Subscriptions will not be deemed to have been
made until any such defects or irregularities have been cured or waived within such time as
the Company shall determine. The Subscription Agent shall as soon as practicable return
Subscription Certificates with the defects or irregularities which have not been cured or
waived to the holder of the Rights. If any Subscription Certificate is alleged to have been
lost, stolen or destroyed, the Subscription Agent should follow the same procedures followed
for lost stock certificates representing Common Stock it uses in its capacity as transfer
agent for the Company’s Common
Stock.





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	7.	 	If prior to 5:00 P.M., New York City time, on the Expiration Date the Subscription Agent
receives (i) payment in full of the Subscription Price for the Rights being exercised and (ii)
a guarantee notice substantially in the form of the notice of guaranteed delivery (“Notice of
Guaranteed Delivery”) delivered with the Subscription Certificate, from a financial
institution having an office or correspondent in the United States, or a member firm of any
registered United States national securities exchange or of Financial Industry Regulatory
Authority, Inc. stating the certificate number of the Subscription Certificate relating to the
Rights, the name and address of the exercising subscriber, the number of Rights represented by
the Subscription Certificate held by such exercising subscriber, the number of Rights being
subscribed for pursuant to the Rights and guaranteeing the delivery to the Subscription Agent
of the Subscription Certificate evidencing such Rights within three (3) Over-the-Counter
Bulletin Board trading days (“Trading Days”) following the date of the Notice of Guaranteed
Delivery, then the Rights may be exercised even though the Subscription Certificate was not
delivered to the Subscription Agent prior to 5:00 P.M., New York City time, on the Expiration
Date, provided that within three Trading Days following the date of the Notice of Guaranteed
Delivery the Subscription Agent receive the properly completed Subscription Certificate
evidencing the Rights being exercised, with signatures guaranteed if required.
	 
	8.	 	The Subscription Agent shall deliver to the Company the exercised Subscription Certificates
in accordance with written directions received from the Company and shall deliver to the
subscribers who have duly exercised Rights at their registered addresses certificates
representing the securities subscribed for as instructed on the reverse side of the
Subscription Certificates.
	 
	9.	 	The Subscription Agent shall notify the Company by telephone on or before the close of
business on each Business Day (as defined below) during the period commencing five (5)
Business Days after the mailing of the Rights and ending at the Expiration Date (and in the
case of guaranteed deliveries ending three (3) Trading Days after the Expiration Date) (a
“daily notice”), which notice shall thereafter be confirmed in writing, of (i) the number of
Rights exercised an the day covered by such daily notice, (ii) the number of Rights subject to
guaranteed exercises on the day covered by such daily notice, (iii) the number of Rights for
which defective exercises have been received on the day covered by such daily notice, and (iv)
the cumulative total of the information set forth in clauses (i) through (iii) above. At or
before 5:00 P.M., New York City time, on the first Trading Day following the Expiration Date
the Subscription Agent shall certify in writing to the Company the cumulative total through
the Expiration Date of all the information set forth in clauses (i) through (iii) above. At or
before 10:00 A.M., New York City time, on the fifth Trading Day following the Expiration Date
the Subscription Agent will execute and deliver to the Company a certificate setting forth the
number of Rights exercised pursuant to a Notice of Guaranteed Delivery and as to which
Subscription Certificates have been timely received. The Subscription Agent shall also
maintain and update a listing of holders who have fully or partially exercised their Rights,
holders who have transferred
their Rights and their transferees, and holders who have not exercised their Rights. The





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	 	 	Subscription Agent shall provide the Company or its designees with such information compiled
by the Subscription Agent pursuant to this Section 9 as any of them shall request. As used
in herein, “Business Day” shall mean any day other than a Saturday, a Sunday, or a day on
which banking institutions in the State of New York are authorized or obligated by law or
executive order to close.
	 
	10.	 	With respect to notices or instructions to be provided by the Company hereunder, the
Subscription Agent may rely and act on any written instruction signed by any one or more of
the following authorized officers or employees of the Company:





	 	 	 
	Name	 	Title
	Patrick Howard

	 	President and Chief Executive Officer of the Company
	Ken Bramlage

	 	Senior Vice President and Chief Financial Officer of the
Company







	11.	 	Whether or not the Rights Offering is consummated, the Company agrees to pay the Subscription
Agent for services rendered hereunder, as set forth in the schedule attached to this
Agreement.
	 
	12.	 	The Subscription Agent may employ or retain such agents (including but not limited to,
vendors, advisors and subcontractors) as it reasonably requires to perform its duties and
obligations hereunder; may pay reasonable remuneration for all services so performed by such
agents; shall not be responsible for any misconduct on the part of such agents; and in the
case of counsel, may rely on the written advice or opinion of such counsel, which shall be
full and complete authorization and protection in respect of any action taken, suffered or
omitted by the Subscription Agent hereunder in good faith and in accordance with such advice
or opinion. Additionally, the Subscription Agent shall identify, report and deliver any
unclaimed property and/or payments to all states and jurisdictions for the Company in
accordance with applicable abandoned property law.
	 
	13.	 	The Company hereby covenants and agrees to indemnify, reimburse and hold the Subscription
Agent and its officers, directors, employees and agents harmless against any loss, liability
or reasonable expense (including legal and other fees and expenses) incurred by the
Subscription Agent arising out of or in connection with entering into this Agreement or the
performance of its duties hereunder, except for such losses, liabilities or expenses incurred
as a result of its gross negligence, bad faith or willful misconduct. The Company shall not
be liable under this indemnity with respect to any claim against the Subscription Agent unless
the Company is notified of the written assertion of a claim against it, or of any action
commenced against it, promptly after it shall have received any such written information as to
the nature and basis of the claim; provided, however, that failure by the Subscription Agent
to provide such notice shall not relieve the Company of any liability hereunder if no
prejudice occurs.
	 
	 	 	In no event shall the Subscription Agent have any liability for any incidental, special,
statutory, indirect or consequential damages, or for any loss of profits, revenue, data or
cost of cover.





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	 	 	All provisions regarding indemnification, liability and limits thereon shall survive the
resignation or removal of the Subscription Agent or the termination of this Agreement.
	 
	14.	 	Any notice or communication by the Subscription Agent or the Company to the other is duly
given if in writing and delivered in person or via first class mail (postage prepaid), or
overnight air courier to the other’s address.




If to the Company:



T Bancshares, Inc.

16000 Dallas Parkway, Suite 125

Dallas, Texas 75248

Attn: Patrick Howard

Tel: (972) 720-9000



with a copy to:



Hunton & Williams LLP

1445 Ross Avenue, Suite 3700

Dallas, Texas 75202

Attn: Michael G. Keeley, Esq.

Tel: (214) 468-3345



If to the Subscription Agent:



American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, New York 11219

Attn: Corporate Actions

Tel: (718) 921.8200



with copy to:



American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, New York 11219

Attn: General Counsel

Tel: (718) 921.8200





	 	 	The Subscription Agent and the Company may, by notice to the other, designate additional or
different addresses for subsequent notices or communications.
	 
	15.	 	If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any
court, this Agreement shall be construed and enforced as if such provision had not been





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	 	 	contained herein and shall be deemed an Agreement between us to the full extent permitted by
applicable law.
	 
	16.	 	This Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to principles of conflicts of law, and shall inure to the
benefit of and be binding upon the successors and permitted assigns of the parties hereto.
	 
	17.	 	Neither this Agreement, nor any rights or obligations hereunder, may be assigned by either
party without the written consent of the other party. However, the Subscription Agent may
assign this Agreement or any rights granted hereunder, in whole or in part, either to
affiliates, another division, subsidiaries or in connection with its reorganization or to
successors of all or a majority of the Subscription Agent’s assets or business without the
prior written consent of the Company.
	 
	18.	 	No provision of this Agreement may be amended, modified or waived, except in writing signed
by all of the parties hereto. This Agreement may be executed in counterparts, each of which
shall be for all purposes deemed an original, but all of which together shall constitute one
and the same instrument.
	 
	19.	 	Nothing herein contained shall amend, replace or supersede any agreement between the Company
and the Subscription Agent to act as the Company’s transfer agent, which agreement shall
remain of full force and effect.





[signature page follows]




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     This Subscription Agent Agreement has been executed by the parties hereto as of the date first
written above.



	 	 	 	 	 
	 	T BANCSHARES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Patrick Howard 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 


Agreed & Accepted:



AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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Fee Schedule




Flat fee of $__________.

Plus reasonable out-of-pocket expenses.



Additional fee equal to 1/3rd (one-third) of the flat fee for each extension of the
Rights Offering, plus reasonable out-of-pocket expenses associated with such extension.



The party below is responsible for payment of the fees:



Name:

Attention:

Address:

Address:

Address:

Facsimile:

Phone:

Email:



The fees quoted in this schedule apply to services ordinarily rendered by American Stock
Transfer & Trust Company, LLC (“AST”) as subscription agent and are subject to reasonable
adjustment based on final review of documents, or when AST is called upon to undertake unusual
duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand.
Furthermore, the fees quoted in this schedule are based upon information provided to AST and are
subject to change upon modification or supplementation of such information resulting in the
provision of additional services by AST. Services in addition to and not contemplated in this
Agreement, including, but not limited to, document amendments and revisions, calculations, notices
and reports, legal fees and unanticipated transaction costs (including charges for wire transfers,
checks, internal transfers and securities transactions) will be billed as extraordinary expenses.




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