UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

________________________

FORM 8-K
________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

________________________

Date of Report (Date of earliest event reported):
March 28, 2017


Independent Bank Group, Inc.
(Exact Name of Registrant as Specified in Charter)
________________________

Texas
001-35854
13-4219346
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1600 Redbud Boulevard, Suite 400
McKinney, TX 75069-3257
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:
(972) 562-9004

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 1.01.    Entry into a Material Definitive Agreement.
As previously announced, on November 21, 2016, Independent Bank Group, Inc. (the “Company”) and Carlile Bancshares, Inc. (“CBI”) entered into an Agreement and Plan of Reorganization (“Reorganization Agreement”), whereby the Company acquired CBI through the merger of CBI with and into the Company. This transaction was completed, effective as of April 1, 2017. The Reorganization Agreement provided that at least three individuals associated with CBI would be elected to the Board of Directors of the Company (the “Board”) as part of the transaction. Tom C. Nichols, Christopher M. Doody and Mark K. Gormley were elected to the Board effective April 1, 2017, in satisfaction of this requirement.
The Reorganization Agreement also included a condition precedent that the Company enter into agreements regarding the election of the CBI related nominees. On March 28, 2017, the Company entered into a CBI Nominee Agreement (the “Agreement” and, collectively, the “Agreements”) with each of (i) Tom C. Nichols (“Nichols”), (ii) Trident IV PF Depositary Holdings, LLC and Trident IV Depositary Holdings, LLC (collectively, “Trident”) and (iii) LEP Carlile Holdings, LLC (“LEP”), and together with Nichols and Trident, the “Investors”), copies of which are attached as Exhibit 10.1 , Exhibit 10.2 and Exhibit 10.3 and are incorporated herein by reference. Pursuant to these Agreements, such Investors would have certain continuing rights to propose board nominees (“Nominees”) and maintain representation on the Board. The following is a summary of the Agreements:
Under his Agreement and provided that Nichols continues to satisfy the Company’s governance and ethics policies, the Company is required to nominate and recommend Nichols for election as a Class I director of the Company, and the Company, as the sole shareholder of Independent Bank, is required to elect Nichols as a director of Independent Bank.
Under their Agreements, Trident and LEP each have the right to designate one person as a Nominee to serve on the Company’s Board during the term of their Agreements. Mr. Doody is currently the designee of Trident and Mr. Gormley is currently the designee of LEP. Provided that these individuals continue to satisfy the Company’s governance and ethics policies, the Company is obligated to nominate and recommend Gormley as a Class II director and Doody as a Class III director. Trident and LEP have the right to appoint substitute representatives in certain circumstances.
If an Investor no longer beneficially owns at least 50% of the aggregate number of shares of common stock of the Company received pursuant to the Reorganization Agreement, then upon the written request of the Company’s Board, Nichols will, and Trident and LEP will cause their Nominee to, resign from the Company’s Board and the Company will have no further obligation to nominate and recommend such Nominee for election to the Company’s Board.
As of the date hereof, Trident and LEP each beneficially owns more than 5% of the outstanding common stock of the Company. The Board is currently comprised of twelve directors, and as required by the Reorganization Agreement, Messrs. Nichols, Doody and Gormley, as the CBI related Nominees, constitute 25% of the Company’s Board members.
The Nominees will receive the same compensation and indemnification as the Company’s other nonemployee directors.

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Item 9.01.    Financial Statements and Exhibits.
(d)     Exhibits.
The following exhibits are filed as exhibits to this Current Report on Form 8-K:
Exhibit No.
Description of Exhibit
Exhibit 10.1
CBI Nominee Agreement, dated March 28, 2017, by and among the Company and Tom C. Nichols
Exhibit 10.2
CBI Nominee Agreement, dated as of March 28, 2017, by and among the Company and Trident IV PF Depositary Holdings, LLC and Trident IV Depositary Holdings, LLC
Exhibit 10.3
CBI Nominee Agreement, dated March 28, 2017, by and among the Company and LEP Carlile Holdings, LLC



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated April 14, 2017
INDEPENDENT BANK GROUP, INC.
(Registrant)


By:
/s/ David R. Brooks
Name:
David R. Brooks
Title:
Chairman of the Board and Chief Executive Officer







EXHIBIT INDEX
Exhibit No.
Description of Exhibit
Exhibit 10.1
CBI Nominee Agreement, dated March 28, 2017, by and among the Company and Tom C. Nichols
Exhibit 10.2
CBI Nominee Agreement, dated as of March 28, 2017, by and among the Company and Trident IV PF Depositary Holdings, LLC and Trident IV Depositary Holdings, LLC
Exhibit 10.3
CBI Nominee Agreement, dated March 28, 2017, by and among the Company and LEP Carlile Holdings, LLC
 
 




Exhibit 10.1
CBI NOMINEE AGREEMENT
Execution Copy

THIS CBI NOMINEE AGREEMENT (the “ Agreement ”) is made and entered into as of March 28, 2017 by and between Independent Bank Group, Inc. (“ IBG ”) and Tom C. Nichols (the “ CBI Nominee ”).

RECITALS:

WHEREAS, IBG and Carlile Bancshares, Inc., Fort Worth, Texas (“ CBI ”) have entered into that certain Agreement and Plan of Reorganization, dated November 21, 2016 (the “ Reorganization Agreement ”) which provides for the acquisition of CBI by IBG through the merger (the “ Merger ”) of CBI with and into IBG. Terms with their initial letter capitalized and not otherwise defined herein shall have the meaning given them in the Reorganization Agreement;

WHEREAS, Independent Bank, McKinney, Texas, a Texas banking association, is a wholly-owned subsidiary of IBG (“ Independent Bank ”);

WHEREAS, the Reorganization Agreement contemplates that at least three individuals associated with CBI will be elected to the Board of Directors of IBG (the “ IBG Board ”) and the Board of Directors of Independent Bank (the “ Bank Board ” and together with the IBG Board, each a “ Board ” and collectively, the “ Boards ”);

WHEREAS, the CBI Nominee is a record holder of shares of CBI common stock, and as such, will receive IBG Shares pursuant to the Merger; and

WHEREAS, IBG and CBI acknowledge and agree that it is in the best interests of IBG for the CBI Nominee to serve as a director of IBG only for as long as the CBI Nominee owns a significant number of IBG Shares, as provided herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the covenants contained in the Reorganization Agreement and in this Agreement, IBG and the CBI Nominee agree as follows:

1. CBI Nominee . The IBG Board shall nominate the CBI Nominee for election as a Class I director of IBG and IBG, as the sole shareholder of Independent Bank, shall elect the CBI Nominee as a director of Independent Bank, as provided for in the Reorganization Agreement. At each meeting of shareholders for the election of directors at which the position to be occupied under this Agreement by the CBI Nominee on the Boards is to be determined by shareholder action, and provided that the CBI Nominee complies with the applicable governance and ethics policies then in place, the respective Board shall: (a) cause the CBI Nominee to be recommended by the Corporate Governance and Nominating Committee (or any similar committee with authority to nominate

1



director nominees, as applicable) for consideration by the Board and to be nominated by the Board for election as a director; (b) recommend that the shareholders vote for and in favor of the election of the CBI Nominee as a director, and use its commercially reasonable efforts to cause the election of the CBI Nominee to the Board, including soliciting proxies for the election of the CBI Nominee to the same extent as it does, consistent with past practice, for any other Board nominee for election as a director; and (c) request each then current member of such Board to vote as a shareholder (as applicable) for approval of the CBI Nominee.

2. Termination Event . If, at any time following his election as a director of IBG, the CBI Nominee no longer beneficially owns at least 50% of the aggregate number of shares of common stock of IBG (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other like changes in IBG’s capitalization) beneficially owned by the CBI Nominee immediately following the effective time of the Merger, and upon written request from the IBG Board, the CBI Nominee shall immediately resign as a director of IBG.

3. Amendments . This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

4. Multiple Counterparts . For the convenience of the parties hereto, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all counterparts hereof so executed by the parties hereto, whether or not such counterpart shall bear the execution of each of the parties hereto, shall be deemed to be, and shall be construed as, one and the same Agreement. An e-mail, facsimile or other electronic transmission of a signed counterpart of this Agreement shall be sufficient to bind the party or parties whose signature(s) appear thereon.

5. Entire Agreement . This Agreement, together with the Reorganization Agreement and the agreements contemplated thereby, embody the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter contained herein.

6. Notices . All notices, requests, demands and other communications required or permitted hereby shall be in writing and shall be deemed to have been duly given if delivered by hand or mail, certified or registered mail (return receipt requested) with postage prepaid to the addresses of the parties hereto set forth on below their signature on the signature pages hereof or to such other address as any party may have furnished to the others in writing in accordance herewith.

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7. GOVERNING LAW; JURISDICTION; VENUE . THIS AGREEMENT AND THE RELATIONS AMONG THE PARTIES HERETO ARISING FROM THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE CBI NOMINEE HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND TEXAS STATE COURTS FOR COLLIN COUNTY, TEXAS IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OR LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE CBI NOMINEE AGREES THAT EXCLUSIVE VENUE FOR ANY DISPUTE ARISING FROM THIS AGREEMENT SHALL BE THE FEDERAL AND TEXAS STATE COURTS FOR COLLIN COUNTY, TEXAS AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

[Signature Page to Follow]

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[Signature Page to CBI Nominee Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.



INDEPENDENT BANK GROUP, INC.

By:     /s/ David R. Brooks             
                            David R. Brooks
                            Chairman of the Board and CEO

CBI NOMINEE:


                         /s/ Tom C. Nichols                 
                        Tom C. Nichols


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Exhibit 10.2
CBI NOMINEE AGREEMENT
Execution Copy
(Shareholder Representative)


THIS CBI NOMINEE AGREEMENT (the “ Agreement ”) is made and entered into as of March 28, 2017 by and between Independent Bank Group, Inc. (“ IBG ”) and Trident IV PF Depository Holdings, LLC and Trident IV Depository Holdings, LLC (the “ Investor ”).

RECITALS:

WHEREAS, IBG and Carlile Bancshares, Inc., Fort Worth, Texas (“ CBI ”), have entered into that certain Agreement and Plan of Reorganization, dated November 21, 2016 (the “ Reorganization Agreement ”), which provides for the acquisition of CBI by IBG through the merger (the “ Merger ”) of CBI with and into IBG. Terms with their initial letter capitalized and not otherwise defined herein shall have the meaning given them in the Reorganization Agreement;

WHEREAS, Independent Bank, McKinney, Texas, a Texas banking association, is a wholly-owned subsidiary of IBG (“ Independent Bank ”);

WHEREAS, the Reorganization Agreement contemplates that at least three individuals associated with CBI will be elected to the Board of Directors of IBG (the “ IBG Board ”) and the Board of Directors of Independent Bank (the “ Bank Board ” and together with the IBG Board, each a “ Board ” and collectively, the “ Boards ”);

WHEREAS, the CBI Nominee (as defined below) represents the interests of the Investor, which is a record holder of shares of CBI common stock;

WHEREAS, the Investor will receive IBG Shares pursuant to the Merger; and

WHEREAS, IBG and CBI acknowledge and agree that it is in the best interests of IBG for the CBI Nominee (as defined below) to serve as a director of IBG only for as long as the Investor owns a significant number of IBG Shares, as provided herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the covenants contained in the Reorganization Agreement and in this Agreement, IBG and the Investor agree as follows:

1. CBI Nominee . The Investor shall designate one (1) person (the “ CBI Nominee ”) to serve on the IBG Board during the term of this Agreement. The initial CBI Nominee will be Christopher M. Doody . The IBG Board shall nominate the CBI Nominee for election as a Class III director of IBG, as provided for in the Reorganization Agreement. At each meeting of shareholders

1



for the election of directors at which the position to be occupied under this Agreement by the CBI Nominee on any Board is to be determined by shareholder action, and provided that the CBI Nominee complies with the governance and ethics policies of IBG then in place, the IBG Board shall: (a) cause the CBI Nominee to be recommended by the Corporate Governance and Nominating Committee (or any similar committee with authority to nominate director nominees, as applicable) for consideration by the IBG Board and to be nominated by the IBG Board for election as a director; (b) recommend that the shareholders vote for and in favor of the election of the CBI Nominee as a director, and use its commercially reasonable efforts to cause the election of the CBI Nominee to the IBG Board, including soliciting proxies for the election of the CBI Nominee to the same extent as it does, consistent with past practice, for any other IBG Board nominee for election as a director; and (c) request each then current member of the IBG Board to vote as a shareholder (as applicable) for approval of the CBI Nominee. If the CBI Nominee fails to comply with the governance and ethics policies of IBG and the Corporate Governance and Nominating Committee is unable to recommend the CBI Nominee for nomination for election as a director of IBG, IBG shall so notify the Investor and the Investor shall have the right to designate a substitute person as the CBI Nominee, who shall be deemed the CBI Nominee for all purposes and in all respects under this Agreement. In the event of the death, disability, resignation or removal of the CBI Nominee, IBG shall cause the prompt election to the IBG Board of a replacement director designated by the Investor to fill the resulting vacancy, and such individual shall be deemed the CBI Nominee for all purposes and in all respects under this Agreement. IBG’s obligation to nominate and recommend any such substitute person as a CBI Nominee shall be subject to such substitute person’s compliance with IBG’s governance and ethics policies in place from time to time, the appropriate review and approval by IBG’s Corporate Governance and Nominating Committee of such substitute person, and that such substitute person qualifies as an “independent” director as defined by applicable NASDAQ rules.

2. Termination Event . The Investor’s right under this Agreement to designate a CBI Nominee for nomination and election to the IBG Board shall terminate if the Investor (together with its Affiliates) no longer beneficially owns at least 50% of the aggregate number of shares of common stock of IBG (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other like changes in IBG’s capitalization) beneficially owned by the Investor (and its Affiliates) immediately following the effective time of the Merger (the “ Termination Event ”).  Following the occurrence of the Termination Event, upon the written request of the IBG Board, the Investor shall cause the CBI Nominee to resign from the IBG Board within ten (10) calendar days thereafter.

3. Corporate Opportunities . Each of the parties hereto acknowledges that the Investor, its Affiliates and their related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises that may have products or services which

2


compete directly or indirectly with those of IBG and its subsidiaries, and may trade in the securities of such enterprise. The Investor, its Affiliates and their related investment funds shall not be precluded or in any way restricted (except as may be required by applicable law) from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of IBG or any of its subsidiaries. Without limiting the generality of the foregoing, the parties expressly acknowledge and agree that: (a) the Investor and its Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as IBG and its subsidiaries; and (b) in the event that the Investor or any of its Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for IBG or any of its subsidiaries, the Investor or its Affiliates shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to IBG or any of its subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to IBG or any of its subsidiaries or any other shareholders of IBG for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, any of its Affiliates or any of their related investment funds, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not present such opportunity to IBG or its subsidiaries. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the CBI Nominee, as a director of IBG, will owe fiduciary duties to IBG.

4. Amendments . This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

5. Multiple Counterparts . For the convenience of the parties hereto, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all counterparts hereof so executed by the parties hereto, whether or not such counterpart shall bear the execution of each of the parties hereto, shall be deemed to be, and shall be construed as, one and the same Agreement. An e-mail, facsimile or other electronic transmission of a signed counterpart of this Agreement shall be sufficient to bind the party or parties whose signature(s) appear thereon.

6. Entire Agreement . This Agreement, together with the Reorganization Agreement and the agreements contemplated thereby, embody the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter contained herein.


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7. Notices . All notices, requests, demands and other communications required or permitted hereby shall be in writing and shall be deemed to have been duly given if delivered by hand or mail, certified or registered mail (return receipt requested) with postage prepaid to the addresses of the parties hereto set forth on below their signature on the signature pages hereof or to such other address as any party may have furnished to the others in writing in accordance herewith.

8. GOVERNING LAW; JURISDICTION; VENUE . THIS AGREEMENT AND THE RELATIONS AMONG THE PARTIES HERETO ARISING FROM THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE INVESTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND TEXAS STATE COURTS FOR COLLIN COUNTY, TEXAS IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OR LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE INVESTOR AGREES THAT EXCLUSIVE VENUE FOR ANY DISPUTE ARISING FROM THIS AGREEMENT SHALL BE THE FEDERAL AND TEXAS STATE COURTS FOR COLLIN COUNTY, TEXAS AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

[Signature Page to Follow]

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[Signature Page to CBI Nominee Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.


INDEPENDENT BANK GROUP, INC.

By:     /s/ David R. Brooks                
                        David R. Brooks
                        Chairman of the Board and CEO

INVESTOR:
TRIDENT IV PF DEPOSITORY HOLDINGS, LLC


                    By:     /s/ Richard A. Goldman                
                        Richard A. Goldman
                        Vice President & Treasurer



INVESTOR:
TRIDENT IV DEPOSITORY HOLDINGS, LLC


                    By:     /s/ Richard A. Goldman                
                        Richard A. Goldman
                        Vice President & Treasurer



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Exhibit 10.3
CBI NOMINEE AGREEMENT
Execution Copy
(Shareholder Representative)


THIS CBI NOMINEE AGREEMENT (the “ Agreement ”) is made and entered into as of March 28, 2017 by and between Independent Bank Group, Inc. (“ IBG ”) and LEP Carlile Holdings, LLC (the “ Investor ”).

RECITALS:

WHEREAS, IBG and Carlile Bancshares, Inc., Fort Worth, Texas (“ CBI ”), have entered into that certain Agreement and Plan of Reorganization, dated November 21, 2016 (the “ Reorganization Agreement ”), which provides for the acquisition of CBI by IBG through the merger (the “ Merger ”) of CBI with and into IBG. Terms with their initial letter capitalized and not otherwise defined herein shall have the meaning given them in the Reorganization Agreement;

WHEREAS, Independent Bank, McKinney, Texas, a Texas banking association, is a wholly-owned subsidiary of IBG (“ Independent Bank ”);

WHEREAS, the Reorganization Agreement contemplates that at least three individuals associated with CBI will be elected to the Board of Directors of IBG (the “ IBG Board ”) and the Board of Directors of Independent Bank (the “ Bank Board ” and together with the IBG Board, each a “ Board ” and collectively, the “ Boards ”);

WHEREAS, the CBI Nominee (as defined below) represents the interests of the Investor, which is a record holder of shares of CBI common stock;

WHEREAS, the Investor will receive IBG Shares pursuant to the Merger; and

WHEREAS, IBG and CBI acknowledge and agree that it is in the best interests of IBG for the CBI Nominee (as defined below) to serve as a director of IBG only for as long as the Investor owns a significant number of IBG Shares, as provided herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the covenants contained in the Reorganization Agreement and in this Agreement, IBG and the Investor agree as follows:

1. CBI Nominee . The Investor shall designate one (1) person (the “ CBI Nominee ”) to serve on the IBG Board during the term of this Agreement. The initial CBI Nominee will be Mark K. Gormley . The IBG Board shall nominate the CBI Nominee for election as a Class II director of IBG, as provided for in the Reorganization Agreement. At each meeting of shareholders for the

1



election of directors at which the position to be occupied under this Agreement by the CBI Nominee on any Board is to be determined by shareholder action, and provided that the CBI Nominee complies with the governance and ethics policies of IBG then in place, the IBG Board shall: (a) cause the CBI Nominee to be recommended by the Corporate Governance and Nominating Committee (or any similar committee with authority to nominate director nominees, as applicable) for consideration by the IBG Board and to be nominated by the IBG Board for election as a director; (b) recommend that the shareholders vote for and in favor of the election of the CBI Nominee as a director, and use its commercially reasonable efforts to cause the election of the CBI Nominee to the IBG Board, including soliciting proxies for the election of the CBI Nominee to the same extent as it does, consistent with past practice, for any other IBG Board nominee for election as a director; and (c) request each then current member of the IBG Board to vote as a shareholder (as applicable) for approval of the CBI Nominee. If the CBI Nominee fails to comply with the governance and ethics policies of IBG and the Corporate Governance and Nominating Committee is unable to recommend the CBI Nominee for nomination for election as a director of IBG, IBG shall so notify the Investor and the Investor shall have the right to designate a substitute person as the CBI Nominee, who shall be deemed the CBI Nominee for all purposes and in all respects under this Agreement. In the event of the death, disability, resignation or removal of the CBI Nominee, IBG shall cause the prompt election to the IBG Board of a replacement director designated by the Investor to fill the resulting vacancy, and such individual shall be deemed the CBI Nominee for all purposes and in all respects under this Agreement. IBG’s obligation to nominate and recommend any such substitute person as a CBI Nominee shall be subject to such substitute person’s compliance with IBG’s governance and ethics policies in place from time to time, the appropriate review and approval by IBG’s Corporate Governance and Nominating Committee of such substitute person, and that such substitute person qualifies as an “independent” director as defined by applicable NASDAQ rules.

2. Termination Event . The Investor’s right under this Agreement to designate a CBI Nominee for nomination and election to the IBG Board shall terminate if the Investor (together with its Affiliates) no longer beneficially owns at least 50% of the aggregate number of shares of common stock of IBG (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other like changes in IBG’s capitalization) beneficially owned by the Investor (and its Affiliates) immediately following the effective time of the Merger (the “ Termination Event ”).  Following the occurrence of the Termination Event, upon the written request of the IBG Board, the Investor shall cause the CBI Nominee to resign from the IBG Board within ten (10) calendar days thereafter.

3. Corporate Opportunities . Each of the parties hereto acknowledges that the Investor, its Affiliates and their related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises that may have products or services which compete directly or indirectly with those of IBG and its subsidiaries, and may trade in the securities

2


of such enterprise. The Investor, its Affiliates and their related investment funds shall not be precluded or in any way restricted (except as may be required by applicable law) from investing or participating in any particular enterprise, or trading in the securities thereof, whether or not such enterprise has products or services that compete with those of IBG or any of its subsidiaries. Without limiting the generality of the foregoing, the parties expressly acknowledge and agree that: (a) the Investor and its Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as IBG and its subsidiaries; and (b) in the event that the Investor or any of its Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for IBG or any of its subsidiaries, the Investor or its Affiliates shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to IBG or any of its subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to IBG or any of its subsidiaries or any other shareholders of IBG for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, any of its Affiliates or any of their related investment funds, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not present such opportunity to IBG or its subsidiaries. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the CBI Nominee, as a director of IBG, will owe fiduciary duties to IBG.

4. Amendments . This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

5. Multiple Counterparts . For the convenience of the parties hereto, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all counterparts hereof so executed by the parties hereto, whether or not such counterpart shall bear the execution of each of the parties hereto, shall be deemed to be, and shall be construed as, one and the same Agreement. An e-mail, facsimile or other electronic transmission of a signed counterpart of this Agreement shall be sufficient to bind the party or parties whose signature(s) appear thereon.

6. Entire Agreement . This Agreement, together with the Reorganization Agreement and the agreements contemplated thereby, embody the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter contained herein.

7. Notices . All notices, requests, demands and other communications required or permitted hereby shall be in writing and shall be deemed to have been duly given if delivered by

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hand or mail, certified or registered mail (return receipt requested) with postage prepaid to the addresses of the parties hereto set forth on below their signature on the signature pages hereof or to such other address as any party may have furnished to the others in writing in accordance herewith.

8. GOVERNING LAW; JURISDICTION; VENUE . THIS AGREEMENT AND THE RELATIONS AMONG THE PARTIES HERETO ARISING FROM THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE INVESTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND TEXAS STATE COURTS FOR COLLIN COUNTY, TEXAS IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OR LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE INVESTOR AGREES THAT EXCLUSIVE VENUE FOR ANY DISPUTE ARISING FROM THIS AGREEMENT SHALL BE THE FEDERAL AND TEXAS STATE COURTS FOR COLLIN COUNTY, TEXAS AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

[Signature Page to Follow]

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[Signature Page to CBI Nominee Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.



INDEPENDENT BANK GROUP, INC.

By:     /s/ David R. Brooks
                            David R. Brooks
                            Chairman of the Board and CEO

INVESTOR:
LEP CARLILE HOLDINGS, LLC


                        By:     /s/ Mark K. Gormley         
                            Mark K. Gormley
                            Partner

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