Exhibit 4.2

POST OAK BANCSHARES, INC. STOCK OPTION PLAN

SECTION 1. Purpose of the Plan . The purpose of the Post Oak Bancshares, Inc. Stock Option Plan (''Plan") is to encourage ownership of common stock, $0.01 par value ("Common Stock"), of Post Oak Bancshares, Inc. (the "Company"), by key employees, directors, advisory directors and other service providers of the Company and its Affiliates (as defined below) and to provide increased incentive for such persons to render services and to exert maximum effort for the success of the Company. In addition, the Company expects that the Plan will further strengthen the identification of the key employees, directors, advisory directors and other service providers with the stockholders. Certain options to be granted under this Plan are intended to qualify as incentive stock options ("ISOs") pursuant to Section 422 of the Internal Revenue Code of 1986, as amended ("Code"), while other options granted under this Plan will be nonqualified options which are not intended to qualify as ISOs ("Nonqualified Options"), either or both as provided in the agreements evidencing the options as provided in Section 6 hereof. As used in this Plan, the term "Affiliates" means any "parent corporation" of the Company and any "subsidiary corporation'' of the Company within the meaning of Code Sections 424(e) and (f), respectively.

This Plan represents an amendment and restatement and an assumption by the Company of the Post Oak Bank, National Association 2004 Stock Option Plan ("Prior Plan") pursuant to the Agreement and Plan of Share Exchange and Reorganization (''Exchange Agreement") dated October 16, 2008 between the Company and Post Oak Bank National Association (the "Bank"). Under the Exchange Agreement, each option to purchase a share of common stock of the Banc granted under the Prior Plan and outstanding immediately prior to the Effective Date of the Share Exchange (as defined in the Exchange Agreement) automatically became an option (''Adjusted Company Option") to purchase, on the same terms and conditions as applied to each such option immediately prior to the Effective Date of the Share Exchange, one share of Common Stock, with a per share exercise price equal to the exercise price of each such option immediately prior to the Effective Date of the Share Exchange.

SECTION 2. Administration of the Plan .

(a) Composition of Committee . The Plan shall be administered by the Compensation Committee (the "Committee") designated by the Board of Directors of the Company (the "Board"), which shall also designate the Chairman of the Committee. If the Company is governed by Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act''), the Committee shall consist solely of two or more "Non­ Employee Directors" within the meaning of Rule 16b-3 promulgated by the Securities and Exchange Commission (the "Commission") under the Exchange Act.

(b) Committee Action . The Committee shall hold its meetings at such times and places as it may determine. A majority of its members shall constitute a quorum, and all determinations of the Committee shall be made by not less than a majority of its members. Any decision or determination reduced to writing and signed by a majority of the members shall be fully as effective as if it had been made by a majority vote of its members at a meeting duly called and held. The Committee may designate the Secretary of the Company or other Company employees to assist the Committee in the administration of the Plan, and may grant authority

to such persons to execute award agreements or other documents on behalf of the Committee and the Company. Any duly constituted committee of the Board satisfying the qualifications of this Section 2 may be appointed as the Committee.

(c) Committee Expenses . All expenses and liabilities incurred by the Committee in the administration of the Plan shall be borne by the Company. The Committee may employ attorneys, consultants, accountants or other persons.

SECTION 3. Stock Reserved for the Plan . Subject to adjustment as provided in Section 6 hereof, the aggregate number of shares of Common Stock that may be optioned under the Plan is 870,000, less the number of shares subject to Adjusted Company Options as of the Effective Date of the Share Exchange pursuant to the Exchange Agreement, any or all of which may be issued through ISOs. The shares subject to the Plan shall consist of authorized but unissued shares of Common Stock and such number of shares shall be and is hereby reserved for sale for such purpose. Any of such shares which may remain unsold and which are not subject to outstanding options at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan or the termination of the last of the options granted under the Plan, whichever last occurs, the Company shall at all times reserve a sufficient number of shares to meet the requirements of the Plan. Should any option expire or be canceled prior to its exercise in full, the shares theretofore subject to such option may again be made subject to an option under the Plan.

SECTION 4. Eligibility . The persons eligible to participate in the Plan as a recipient of options ("Optionee") shall include key employees, directors, advisory directors and other service providers of the Company or its Affiliates at the time the option is granted. A person who has been granted an option hereunder may be granted an additional option or options, if the Committee shall so determine.

SECTION 5. Grant of Options .

(a) Committee Discretion . The Committee shall have sole and absolute discretionary authority (i) to determine, authorize, and designate those persons pursuant to this Plan who are to receive options under the Plan, (ii) to determine the number of shares of Common Stock to be covered by such options and the terms thereof: and (iii) to determine the type of option granted: ISO, Nonqualified, Option or a combination of ISO and Nonqualified Options; provided that an Optionee who is not an employee may not receive ISOs. If the Company is governed by Section 16 of the Exchange Act, the Committee shall specifically pre-approve each grant to each Optionee subject to Section 16(6) in accordance with Rule 166-3 as amended, unless such grant is or will be otherwise exempt from Section 16(6). The Committee shall thereupon grant options in accordance with such determinations as evidenced by a written option agreement. Subject to the express provisions of the Plan, the Committee shall have discretionary authority to prescribe, amend and rescind rules and regulations relating to the Plan, to interpret the Plan, to prescribe and amend the terms of the option agreements (which need not be identical) and to make all other determinations deemed necessary or advisable for the administration of the Plan.

(b) Stockholder Approval . All options granted under this Plan are subject to, and may not be exercised before, the approval of this Plan by the stockholders prior to the first anniversary date of the Board meeting held to approve the Plan, by the affirmative vote of the holders of a majority of the shares of the Company present, or represented by proxy, and entitled to vote at a meeting at which a quorum is present, or by written consent in accordance with the laws of the United States and the State of Texas, as may be applicable; provided that if such approval by the stockholders of the Company is not forthcoming, all options previously granted under this Plan shall be void.

(c) Limitation on Incentive Stock Options . Except as otherwise provided under the Code or applicable regulations, to the extent that the aggregate fair market value (determined in accordance with Section 6.(b) of this Plan at the time the option is granted) of the Common Stock with respect to which ISOs (determined without regard to this paragraph) are exercisable for the first time by any Optionee during any calendar year under all plans of the Company and its "parent corporation" or "subsidiary corporation" exceeds $100,000, such options shall be treated as Nonqualified Options.

SECTION 6. Terms and Conditions . Each option granted under the Plan shall be evidenced by an agreement, in a form approved by the Committee, which shall be subject to the following express terms and conditions and to such other terms and conditions as the Committee may deem appropriate.

(a) Option Period . The Committee shall promptly notify the Optionee of the option grant and a written agreement shall promptly be executed and delivered by and on behalf of the Company and the Optionee, provided that the option grant shall expire if a written agreement is not signed by said Optionee (or his agent or attorney) and returned to the Company within 60 days from date of receipt by the Optionee of such agreement. The date of grant shall be the date the option is actually granted by the Committee, even though the written agreement may be executed and delivered by the Company and the Optionee after that date. Each option agreement shall specify the period for which the option thereunder is granted (which in no event shall exceed ten years from the date of grant) and shall provide that the option shall expire at the end of such period. If the original term of an option is less than ten years from the date of grant, the option may be amended prior to its expiration, with the approval of the Committee and the Optionee, to extend the term so that the term as amended is not more than ten years from the date of grant. However, in the case of an ISO granted to an individual who, at the time of grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or its Affiliate ("Ten Percent Stockholder"), such period shall not exceed five years from the date of grant.

(b) Exercise Price . The purchase price of each share of Common Stock subject to each option granted pursuant to the Plan (''exercise price") shall be determined by the Committee at the time the option is granted and shall never be less than 100% of the fair market value of a share of Common Stock on the date the option is granted. In the case of an ISO granted to a Ten Percent Stockholder, the exercise price shall not be less than 110% of the fair market value of a share of Common Stock on the date the option is granted.

For all purposes under this Plan, the fair market value of a share of Common Stock on a particular date shall be equal to the closing sales price of the Common Stock on the exchange on which the Common Stock is traded on that date, or if no prices are reported on that date, on the last preceding date on which such prices of the Common Stock are so reported. In the event the Common Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate, consistent with Treasury regulations and other formal Internal Revenue Service guidance under Code Section 409A so that options granted under this Plan shall not constitute deferred compensation subject to Code Section 409A.

(c) Exercise Period . The Committee may provide in the option agreement that an option may be exercised in whole, immediately, or is to be exercisable in increments. However, no portion of any option may be exercisable by an Optionee prior to the approval of the Plan by the stockholders of the Company.

(d) Procedure for Exercise . Options shall be exercised by the delivery of written notice to the Secretary of the Company setting forth the number of shares with respect to which the option is being exercised. Such notice shall be accompanied by (i) cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) subject to the approval by the Committee, certificates representing shares of Common Stock theretofore owned by the Optionee duly endorsed for transfer to the Company, or (iii) any combination of the preceding, equal in value to the full amount of the exercise price. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is delivered to the Company via wire transfer on the same day the fax is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An Optionee shall be deemed to be a stockholder with respect to shares covered by an option on the date the Company receives such written notice and such option payment. As promptly as practicable after receipt of such written notification and payment, the Company shall deliver to the Optionee certificates for the number of shares with respect to which such option has been so exercised, issued in the Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to the Optionee at the address specified pursuant to this Section 6(d).

(e) Termination of Employment or Service . If an Optionee to whom an option is granted ceases to be employed by the Company or an Affiliate or ceases to serve as a director, advisory director or other service provider for any reason other than death or disability, any option which is exercisable on the date of such termination of employment or cessation of such service may be exercised during a three month period after such date, but in no event may the option be exercised after its expiration under the terms of the option agreement; provided, however, that if an Optionee's employment or service is terminated because of the Optionee's theft or embezzlement from the Company or an Affiliate, disclosure of trade secrets of the Company or an Affiliate or the commission of a willful, felonious act while in the employment or service of the Company or an Affiliate (such reasons shall hereinafter be collectively referred to as "for cause"), then any option or unexercised portion thereof granted to said Optionee shall immediately expire upon such termination of employment or cessation of service.

(f) Disability or Death of Optionee . In the e vent of the determination of disability or death of an Optionee under the Plan while the Optionee is employed by the Company or an Affiliate or while the Optionee serves as a director, advisory director or other service provider, the options previously granted to him may be exercised (to the extent he or she would have been entitled to do so at the date of the determination of disability or death) at any time and from time to time, within a one year period after the date of such determination of disability or death, by the Optionee, the guardian of his estate, the executor or administrator of his estate or by the person or persons to whom his rights under the option shall pass by will or the laws of descent and distribution, but in no event may the option be exercised after its expiration under the terms of the option agreement. An Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, he or she is incapable of performing services for the Company or an Affiliate of the kind he or she was performing at the time the disability occurred by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration. The date of determination of disability for purposes hereof shall be the date of such determination by such physician.

(g) Assignability . An option shall not be assignable or otherwise transferable except by will or by the laws of descent and distribution. During the lifetime of an Optionee, an option shall be exercisable only by him or his authorized legal representative.

(h) Incentive Stock Options . Each option agreement may contain such terms and provisions as the Committee may determine to be necessary or desirable in order to qualify an option designated as an ISO.

(i) No Rights as Stockholder . No Optionee shall have any rights as a stockholder with respect to shares covered by an option until the option is exercised by the written notice and accompanied by payment as provided in clause (d) above.

(j) Extraordinary Corporate Transactions . The existence of outstanding options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, exchanges or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issuance of Common Stock or other securities or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company merges, consolidates, sells all of its assets or dissolves (each of the foregoing a "Fundamental Change"), then thereafter upon any exercise of an option theretofore granted the Optionee shall be entitled to purchase under such option, in lieu of the number of shares of Common Stock as to which option shall then be exercisable, the number and class of shares of stock and securities to which the Optionee would have been entitled pursuant to the terms of the Fundamental Change if, immediately prior to such Fundamental Change, the Optionee had been the holder of record of the number of shares of Common Stock as to which such option is then exercisable. If (i) the Company shall not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of another entity), (ii) the Company sells all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary), (iii) any person or entity (including a "group " as contemplated by Section 13(d)(3) of the Exchange Act) acquires or gains ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock, (iv) the Company is to be dissolved and liquidated, or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board (each such event in clauses (i) through (v) above is referred to herein as a "Corporate Change"), the Committee, in its sole discretion, may accelerate the time at which all or a portion of an Optionee's options may be exercised for a limited period of time before or after a specified date.

(k) Changes in Company's Capital Structure . If the outstanding shares of Common Stock or other securities of the Company, or both, for which the option is then exercisable shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares, recapitalization, or reorganization, the number and kind of shares of Common Stock or other securities which are subject to the Plan or subject to any options theretofore granted, and the exercise prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares or other securities without changing the aggregate exercise price.

(1) Acceleration of Options . Except as hereinbefore expressly provided, (i) the issuance by the Company of shares of stock or any class of securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, (ii) the payment of a dividend in property other than Common Stock or (iii) the occurrence of any similar transaction, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect

to, the number of shares of Common Stock subject to options theretofore granted or the exercise price per share, unless the Committee shall determine, in its sole discretion, that an adjustment is necessary to provide equitable treatment to Optionee. Notwithstanding anything to the contrary contained in this Plan, the Committee may, in its sole discretion, accelerate the time at which any option may be exercised, including, but not limited to, upon the occurrence of the events specified in this Section 6.

SECTION 7 . Amendments or Termination . The Board may amend, alter or discontinue the Plan, but no amendment or alteration shall be made which would impair the rights of any Optionee, without his consent, under any option theretofore granted, or which, without the approval of the stockholders, would: (i) except as is provided in Section 6(k) of the Plan, increase the total number of shares reserved for the purposes of the Plan, (ii) change the class of persons eligible to participate in the Plan as provided in Section 4 of the Plan, extend the applicable maximum option period provided for in Section 6(a) of the Plan, extend the expiration date of this Plan set forth in Section 14 of the Plan, (v) except as provided in Section 6(k) of the Plan, decrease to any extent the exercise price of any option granted under the Plan or (vi) withdraw the administration of the Plan from the Committee.

SECTION 8. Compliance With Other Laws and Regulations . The Plan, the grant and exercise of options thereunder, and the obligation of the Company to sell and deliver shares under such options, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of Common Stock prior to the completion of any registration or qualification of such shares under any federal or state law or issuance of any ruling or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable. Any adjustments provided for in Sections 6(j), 6(k) and 6(1) shall be subject to any shareholder action required by Texas or federal law.

SECTION 9. Purchase for Investment . Unless the options and shares of Common Stock covered by this Plan have been registered under the Securities Act of 1933, as amended, or the Company has determined that such registration is unnecessary, each person exercising an option under this Plan may be required by the Company to give a representation in writing that he or she is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof.

SECTION 10. Taxes .

(a) The Company may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with any options granted under this Plan,

(b) Notwithstanding the terms of Section 10(a), any Optionee may pay all or any portion of the taxes required to be withheld by the Company or paid by him or her in connection with the exercise of a Nonqualified Option by electing to have the Company withhold shares of Common Stock, or by delivering previously owned shares of Common Stock, having a fair market value, determined in accordance with Section 6(b), equal to the amount required to be withheld or paid; provided, however, that, if the Optionee is subject to Section 16 of the Exchange Act, such tax withholding or delivery right must be specifically pre-approved by the Committee as a feature of the option or otherwise approved in accordance with Rule 16b-3. An Optionee must make the foregoing election on or before the date that the amount of tax to be withheld is determined.

SECTION 11. Replacement of Options . The Committee from time to time may permit an Optionee under the Plan to surrender for cancellation any unexercised outstanding option and receive from the Company in exchange an option for such number of shares of Common Stock as may be designated by the Committee. The Committee may, with the consent of the person entitled to exercise any outstanding option, amend such option.

SECTION 12. No Right to Company Employment or Service . Nothing in this Plan or as a result of any option granted pursuant to this Plan shall confer on any individual any right to continue in the employ or service of the Company or its Affiliates, nor shall anything contained herein be construed or interpreted to limit the 11 employment at will" relationship between the Optionee and the Company or its Affiliates or interfere in any way with the right of the Company or an Affiliate to terminate an individual's employment or service at any time. The option agreements may contain such provisions as the Committee may approve with reference to the effect of approved leaves of absence.

SECTION 13. Liability of Company . The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to an Optionee or other persons as to:

(a) Non-Issuance of Shares . The non-issuance or sale of shares as to which the. Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares hereunder; and

(b) Tax Consequences . Any tax consequence expected, but not realized, by any Optionee or other person due to the exercise of any option granted hereunder.

SECTION 14. Effectiveness and Expiration of Plan . The Plan was adopted by the Company and approved by its stockholders and was effective on the Effective Date of the Share Exchange, January 1, 2009 (''Effective Date"). The Plan shall expire ten years after the Effective Date and thereafter no option shall be granted pursuant to the Plan.

SECTION 15. Non-Exclusivity of the Plan . Neither the adoption by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

SECTION 16. Governing Law . This Plan and any agreements hereunder shall be interpreted and construed in accordance with the laws of the State of Texas and applicable federal law.

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing by directors of the Company, Post Oak Bancshares, Inc. has caused these presents to be duly executed in its name and beha]fby its proper officers thereunto duly authorized.

POST OAK BANCSHARES, INC.

By:    /s/ Roland L. Williams

Name: Roland L. Williams

Title: President

Exhibit 4.3

AMENDMENT TO THE
POST OAK BANCSHARES, INC.
STOCK OPTION PLAN

W I T N E S S E T H :

WHEREAS, Post Oak Bancshares, Inc. (the "Company") presently maintains the Post Oak Bancshares, Inc. Stock Option Plan (the "Plan"); and

WHEREAS, the Company, pursuant to Section 7 of the Plan, has the right to amend the Plan from time to time subject to certain limitations.

NOW, THEREFORE, in order to increase the number of shares of common stock, $0.01 par value, of the Company ("Common Stock") reserved for issuance pursuant to the exercise of options under the Plan, the Plan is hereby amended in the following manner:

1. Subject to the approval of this amendment by the stockholders of the Company, effective as of March 17, 2011, the date this amendment was approved by the Board of Directors of the Company, Section 3 is hereby amended in its entirety to read as follows:

SECTION 3. Stock Reserved for the Plan . Subject to adjustment as provided in Section 6 hereof, the aggregate number of shares of Common Stock that may be issued under the Plan is 1,210,961, less the number of shares subject to Adjusted Company Options as of the Effective Date of the Share Exchange pursuant to the Exchange Agreement, any or all of which may be issued through ISOs. The shares subject to the Plan shall consist of authorized but unissued shares of Common Stock and such number of shares shall be and is hereby reserved for sale for such purpose. Any of such shares which may remain unsold and which are not subject to outstanding options at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan or the termination of the last of the options granted under the Plan, whichever last occurs, the Company shall at all times reserve a sufficient number of shares to meet the requirements of the Plan. Should any option expire or be canceled prior to its exercise in full, the shares theretofore subject to such option may again be made subject to an option under the Plan.

IN WITNESS WHEREOF, the Company has executed this Amendment to the Post Oak Bancshares, Inc. Stock Option Plan on this 17th day of March, 2011.

POST OAK BANCSHARES, INC.

By: /s/ Roland L. Williams

Name: Roland L. Williams

Title: President

Exhibit 4.4

AMENDMENT TO THE
POST OAK BANCSHARES, INC.
STOCK OPTION PLAN

W I T N E S S E T H :

WHEREAS, Post Oak Bancshares, Inc. (the "Company") presently maintains the Post Oak Bancshares, Inc. Stock Option Plan (the "Plan"); and

WHEREAS, the Company, pursuant to Section 7 of the Plan, has the right to amend the Plan from time to time subject to certain limitations.

NOW, THEREFORE, in order to increase the number of shares of common stock, $0.01 par value, of the Company ("Common Stock") reserved for issuance pursuant to the exercise of options under the Plan, the Plan is hereby amended in the following manner:

1. Subject to the approval of this amendment by the stockholders of the Company, effective as of March 17, 2016, the date this amendment was approved by the Board of Directors of the Company, Section 3 is hereby amended in its entirety to read as follows:

SECTION 3. Stock Reserved for the Plan . Subject to adjustment as provided in Section 6 hereof, the aggregate number of shares of Common Stock that may be issued under the Plan is 1,800,000, less the number of shares subject to Adjusted Company Options as of the Effective Date of the Share Exchange pursuant to the Exchange Agreement, any or all of which may be issued through ISOs. The shares subject to the Plan shall consist of authorized but unissued shares of Common Stock and such number of shares shall be and is hereby reserved for sale for such purpose. Any of such shares which may remain unsold and which are not subject to outstanding options at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan or the termination of the last of the options granted under the Plan, whichever last occurs, the Company shall at all times reserve a sufficient number of shares to meet the requirements of the Plan. Should any option expire or be canceled prior to its exercise in full, the shares theretofore subject to such option may again be made subject to an option under the Plan.

IN WITNESS WHEREOF, the Company has executed this Amendment to the Post Oak Bancshares, Inc. Stock Option Plan on this 17th day of March, 2016.

POST OAK BANCSHARES, INC.

By: /s/ Roland L. Williams

Name: Roland L. Williams

Title: President

Exhibit 4.5

AMENDMENT TO THE
POST OAK BANCSHARES, INC. STOCK OPTION PLAN, AS AMENDED

This Amendment (this “Amendment”) to the Post Oak Bancshares, Inc. 2004 Stock Option Plan (the “Plan”) is made effective as of the 19th day of September 2018.

W I T N E S S E T H:

WHEREAS, Post Oak Bancshares, Inc. (the “Company”) currently maintains the Plan;

WHEREAS, the Company desires to provide its option holders with the ability to exercise the options under the Plan through a cashless process; and

WHEREAS, the Company, pursuant to Section 7 of the Plan, has the right to amend the Plan from time to time subject to certain limitations.

NOW, THEREFORE, the Plan is amended as follows, effective as of the date set forth above:

1. Section 6(d) of the Plan is amended in its entirety to read as follows:

(d) Procedure for Exercise . Options shall be exercised by the delivery of written notice to the Secretary of the Company setting forth the number of shares with respect to which the option is being exercised. Such notice shall be accompanied by (i) cash, cashier’s check, bank draft, or postal or express money order payable to the order of the Company, (ii) subject to the approval by the Committee, certificates representing shares of Common Stock theretofore owned by the Optionee duly endorsed for transfer to the Company, (iii) a combination of (i) and (ii); or (iv) if allowed under the terms of the option agreement, upon conditions established by the Committee, surrender of the options without payment of any other consideration, commission or remuneration (“Cashless Net Exercise”).

(A) In the event the options are exercised by Cashless Net Exercise, the number of shares of Common Stock that will be received upon such exercise shall equal (x) the number of shares of Common Stock as to which the options are being exercised, multiplied by (y) a fraction, the numerator of which is the fair market value per share of Common Stock (on such date as is determined by the Committee) less the exercise price, and the denominator of which is such fair market value per share of Common Stock, rounded down to the nearest whole number of shares (the “Cashless Net Exercise Formula”), and the Company shall pay the Optionee cash in an amount equal to the fair market value of any fractional shares.

(B) In the event the options are exercised by Cashless Net Exercise, such exercise will disqualify the options from being treated for tax purposes as “incentive stock options” under Section 422 of the Internal Revenue Code and such options shall be treated as Nonqualified Options. As a result, the exercise of the options by Cashless Net Exercise will (x) cause the Optionee to recognize a gain taxable as ordinary income for federal income

tax purposes; and (y) be subject to applicable tax withholding requirements which may be satisfied as set forth in Section 10(b).

Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is delivered to the Company via wire transfer on the same day the fax is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An Optionee shall be deemed to be a shareholder with respect to shares covered by an option on the date the Company receives such written notice and such option payment. As promptly as practicable after receipt of such written notification and payment, the Company shall deliver to the Optionee certificates for the number of shares with respect to which such option has been so exercised, issued in the Optionee’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to the Optionee at the address specified pursuant to this Section 6(d).”

2.     Continuing Effect . All other terms, provisions, conditions, covenants, representations and warranties contained in the Plan are not modified by this Amendment and shall continue in full force and effect as originally written. As hereby modified and amended, all of the terms and provisions of the Plan are ratified and confirmed.

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officer, has executed this Amendment as of the date first above written.

POST OAK BANCSHARES, INC.

By: /s/ Roland L. Williams

Name: Roland L. Williams

Title: President

Exhibit 4.6

POST OAK BANCSHARES, INC.
INCENTIVE STOCK OPTION AGREEMENT

This Incentive Stock Option Agreement ("Option Agreement") is between Post Oak Bancshares, Inc., a Texas corporation, (the "Company"), and _____________________("Optionee"), who agree as follows:

1. Introduction . The Company heretofore adopted the Post Oak Bank, National Association 2004 Stock Option Plan (the "Plan") for the purpose of providing employees of the Company and its Affiliates (as defined in the Plan) with increased incentive to render services, to exert maximum effort for the business success of the Company and to strengthen the identification of employees with the shareholders. The Company, acting through the Compensation Committee of its Board of Directors (the "Committee"), has determined that its interests will be advanced by the issuance to Optionee of an incentive stock option under the Plan.

2.      Option . Subject to the terms and conditions contained herein, the Company hereby irrevocably grants to Optionee the right and option ("Option") to purchase from the Company _______ shares of the Company's common stock, $.01 par value ("Common Stock"), at a price of $_____ per share, which is deemed to be not less than the fair market value of the Common Stock at the date of grant of this Option.

3.      Option Period . The Option herein granted may be exercised by Optionee in whole or in part at any time during a ten year period beginning on _________________, (the "Option Period"), subject to the limitation that such Option shall be exercisable on or after the specified date for not more than the percentage of the aggregate number of shares of Common Stock granted by this Option Agreement, in accordance with the following schedule:

Notwithstanding anything in this Option Agreement to the contrary, the Committee, in its sole discretion, may waive the foregoing schedule of vesting and upon written notice to Optionee, accelerate the earliest date or dates on which any of the Options granted hereunder are exercisable.

4.      Procedure for Exercise . The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied (i) at the election of the Optionee, by cash, cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) as allowed by the Committee, by certificates representing "mature shares" of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) any combination of the preceding, equal in value to the aggregate exercise price. For purposes of this Option Agreement, "mature shares" means shares of Common Stock that Optionee has held free of any transferability restrictions or risk of forfeiture for at least six (6) months. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the fax or telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being

exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date.

As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

5.      Termination of Employment . If Optionee ceases to be employed by the Company or its Affiliates for any reason other than death or disability, to the extent the Option is exercisable on the date of such termination of employment, the Option may be exercised during a three month period after such termination of employment and shall expire at the end of such three month period, but in no event may the Option be exercised after the end of the Option Period. To the extent the Option is not yet exercisable pursuant to Section 3 hereof on the date of such termination of employment, the Option shall terminate on the date of termination of employment. If Optionee's employment is terminated because of Optionee's theft or embezzlement from the Company or an Affiliate, disclosure of trade secrets of the Company or an Affiliate or the commission of a willful, felonious act while in the employment of the Company or an Affiliate (such reasons shall hereinafter be collectively be referred to as "for cause"), then any Option or unexercised portion thereof granted to Optionee shall expire upon such date of such termination of employment.

6.      Disability or Death . In the event Optionee dies or is determined to be disabled while Optionee is employed by the Company or its Affiliates, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of death or the determination of disability) at any time and from time to time, within a one year period after such death or determination of disability, by the Optionee, the guardian of Optionee's estate, the executor or administrator of Optionee's estate or by the person or persons to whom Optionee's rights under this Option Agreement shall pass by will or the laws of descent and distribution and shall expire at the end of such one year period, but in no event may the Option be exercised after the end of the Option Period. An Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is incapable of performing services for the Company or its Affiliates of the kind Optionee was performing at the time the disability occurred by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration. The date of determination of disability for purposes hereof shall be the date of such determination by such physician. To the extent the Option is not yet exercisable pursuant to Section 3 hereof on the date of such death or date of determination of disability, the Option shall terminate on the date of death or determination of disability.

7.      Transferability . This Option shall not be transferable by Optionee otherwise than by Optionee's will or by the laws of descent and distribution. During the lifetime of Optionee, the Option shall be exercisable only by Optionee or his or her authorized legal representative. Any heir or legatee of Optionee shall take rights herein granted subject to the terms and conditions hereof. No such transfer of this Option Agreement to heirs or legatees of Optionee shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

8.      No Rights as Stockholder . Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by this Option Agreement until the Option is exercised by written notice and accompanied by payment as provided in Section 4 of this Option Agreement.

9.      Extraordinary Corporate Transactions . The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issuance of Common Stock or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or

any other corporate act or proceedings, whether of a similar character or otherwise. If the Company undergoes a "Fundamental Change" or a "Corporate Change" (as defined in the Plan), the Options granted hereunder shall be governed by Section 6(j) of the Plan.

10.      Changes in Capital Structure . If the outstanding shares of Common Stock or other securities of the Company, or both, for which the Option is then exercisable shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares, recapitalization or reorganization, the number and kind of shares of Common Stock or other securities subject to the Plan or subject to the Option and the exercise price shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares or other securities without changing the aggregate exercise price.

11.      Compliance With Securities Laws . Upon the acquisition of any shares pursuant to the exercise of the Option herein granted, Optionee (or any person acting under Section 7) will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Option Agreement.

12.      Compliance With Laws . Notwithstanding any of the other provisions hereof, Optionee agrees that he or she will not exercise the Option granted hereby, and that the Company will not be obligated to issue any shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares of Common Stock would constitute a violation by Optionee or by the Company of any provision of any law or regulation of any governmental authority.

13.      No Right to Employment . Optionee who is an employee shall be considered to be in the employment of the Company or its Affiliates so long as he or she remains an employee of the Company or its Affiliates. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined by the Committee, and its determination shall be final. Nothing contained herein shall be construed as conferring upon Optionee the right to continue in the employ of the Company or an Affiliate, nor shall anything contained herein be construed or interpreted to limit the "employment at will" relationship between Optionee and the Company or an Affiliate.

14.      Resolution of Disputes . As a condition of the granting of the Option hereby, Optionee, and Optionee's heirs, personal representatives and successors agree that any dispute or disagreement which may arise hereunder shall be determined by the Committee in its sole discretion and judgment, and that any such determination and any interpretation by the Committee of the terms of this Option Agreement shall be final and shall be binding and conclusive, for all purposes, upon the Company, Optionee and Optionee's heirs, personal representatives and successors.

15.      Legends on Certificate . The certificates representing the shares of Common Stock purchased by exercise of the Option will be stamped or otherwise imprinted with legends in such form as the Company or its counsel may require with respect to any applicable restrictions on sale or transfer and the stock transfer records of the Company will reflect stop‑transfer instructions with respect to such shares.

16.      Notices . Every notice hereunder shall be in writing and shall be given by personal delivery, registered or certified mail, or by fax. All notices of the exercise of any Option hereunder shall be directed to Post Oak Bancshares, Inc., 2000 West Loop South, Suite 100, Texas 77027, Attention: Secretary. Any notice given by the Company to Optionee directed to Optionee at the address on file with the Company shall be effective to bind Optionee and any other person who shall acquire rights hereunder. The Company shall be under no obligation whatsoever to advise Optionee of the existence, maturity or termination of any of Optionee's rights hereunder and Optionee shall be deemed to have familiarized himself or herself with all matters contained herein and in the Plan which may affect any of Optionee's rights or privileges hereunder.

17.      Construction and Interpretation . Whenever the term "Optionee" is used herein under circumstances applicable to any other person or persons to whom this award, in accordance with the provisions of

Section 7 hereof, may be transferred, the word "Optionee" shall be deemed to include such person or persons. References to the masculine gender herein also include the feminine gender for all purposes.

18.      Notice of Disposition . If Optionee disposes of any shares of Common Stock acquired pursuant to the exercise of an Option granted hereunder prior to the earlier of (i) two years from the date of this Option Agreement or (ii) one year from the date the shares of Common Stock are acquired, Optionee shall notify the Company of such disposition within ten days of its occurrence and deliver to the Company any amount of federal or state income tax withholding required by law. Payment of the withholding shall be made in accordance with Section 10 of the Plan. If the Optionee fails to pay the withholding tax, the Company is authorized to withhold from any cash remuneration then or thereafter payable to the Optionee any tax required to be withheld by reason of any disposition named herein.

19.      Agreement Subject to Plan . This Option Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Option Agreement.

20.      Binding Effect . This Option Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Optionee as provided herein.

21.      Exercise or Forfeit . The Option shall be subject to the conditions provided in this Section, to which the Optionee agrees. If the Company's capital falls below the minimum requirements contained in the regulations of the applicable regulatory authority, or falls below a higher requirement as determined by such authority in connection with a cease and desist order, consent order, formal written agreement or Prompt Corrective Action directive, the regulatory authority may direct the Company to require the Optionee to exercise or forfeit its rights pursuant to the Option. The Company will notify the Optionee within 45 days from the date the regulatory authority notifies the Company in writing that the Optionee must exercise or forfeit its rights pursuant to the Option. The Company will cancel the Option if it is not exercised within 21 days of the Company's notification. The Company has agreed to comply with the regulatory authority's request that the Company invoke its right to require the Optionee to exercise or forfeit its rights pursuant to the Option under the circumstances stated herein.

IN WITNESS WHEREOF, this Incentive Stock Option Agreement has been executed as of the _____ day of ___________, 201_.

POST OAK BANCSHARES, INC.

By:         

        

Name:    

        

Title:    

        

OPTIONEE

        

___________________________________________

Exhibit 4.7

AMENDMENT TO THE
POST OAK BANCSHARES, INC. INCENTIVE STOCK OPTION AGREEMENT

This Amendment (this “Amendment”) to the Post Oak Bancshares, Inc. 2004 Incentive Stock Option Agreement (the “Agreement”), dated [●], by and between Post Oak Bancshares, Inc. (the “Company”) and [●] (“Optionee”), is made effective as of the 1 ^st day of October 2018.

W I T N E S S E T H:

WHEREAS, the Company adopted and currently maintains the Post Oak Bancshares, Inc. 2004 Stock Option Plan (the “Plan”), as may be amended from time to time;

WHEREAS, the Plan has been amended to allow for the exercise of options under the Plan through a cashless process, to the extent allowed under the terms of an option agreement;

WHEREAS, in connection therewith, the Company and Optionee desire to amend the Agreement to provide such a cashless exercise process;

WHEREAS, the Company and Optionee may amend the Agreement in a writing signed both parties.

NOW, THEREFORE, the Agreement is amended as follows, effective as of the date set forth above:

1. Amendments .

(a)      Section 4 of the Agreement is amended in its entirety to read as follows:

“4.     Procedure for Exercise .

(A) The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied (i) at the election of Optionee, by cash, cashier’s check, bank draft, or postal or express money order payable to the order of the Company, (ii) as allowed by the Committee, certificates representing “mature shares” of Common Stock theretofore owned by the Optionee duly endorsed for transfer to the Company, (iii) a combination of (i) and (ii); or (iv) upon conditions established by the Committee, by surrender of the Option without payment of any other consideration, commission or remuneration (“Cashless Net Exercise”).

(B) In the event the Option is exercised by Cashless Net Exercise, the number of shares of Common Stock that will be received upon such exercise shall equal (x) the number of shares of Common Stock as to which the Option is being exercised, multiplied by (y) a fraction, the numerator of which is the fair market value per share of Common Stock (on

the date of exercise) less the Exercise Price, and the denominator of which is such fair market value per share of Common Stock, rounded down to the nearest whole number of shares, and the Company shall pay Optionee cash in an amount equal to the fair market value of any fractional shares.

(C) Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is delivered to the Company via wire transfer on the same day the fax is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with the Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which the Options are being exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 6(d).”

(b)      Section 18 of the Agreement is amended in its entirety to read as follows:

“18.     Withholding Tax . To the extent that the exercise of this Option or the disposition of shares of Common Stock acquired by exercise of this Option results in compensation income to the Optionee for federal or state income tax purposes, the Optionee shall pay to the Company at the time of such exercise or disposition (or such other time as the law permits if the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended) such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations; and, if the Optionee fails to do so, the Company is authorized to withhold from any cash remuneration then or thereafter payable to the Optionee, any tax required to be withheld by reason of such resulting compensation income or Company may otherwise refuse to issue or transfer any shares otherwise required to be issued or transferred pursuant to the terms hereof. Payment of the withholding tax by the Optionee shall be made in accordance with Section 10 of the Plan.”

2.      Modification . Optionee acknowledges and agrees that this Amendment constitutes a modification of the Option, which disqualifies the Option from being treated as an “incentive stock option” under Section 422 of the Internal Revenue Code, and that this Option will be treated as a nonqualified stock option for federal income tax purposes, whether the Option is exercised by Cashless Net Exercise or otherwise. Optionee understands that the Company makes no representation or statement regarding the tax effect to Optionee of the Option and this Amendment. The Company assumes no responsibility or liability with respect to any taxes, penalties, or other amounts imposed on Optionee or any party claiming through or on behalf of Optionee as a result

of the Option or this Amendment. Optionee agrees and understands that Optionee is responsible for obtaining Optionee’s own tax advice.

3.      Continuing Effect . All other terms, provisions, conditions, covenants, representations and warranties contained in the Agreement are not modified by this Amendment and shall continue in full force and effect as originally written. As hereby modified and amended, all of the terms and provisions of the Agreement are ratified and confirmed.

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officer, has executed this Amendment as of the date first above written.

POST OAK BANCSHARES, INC.

By: ______________________________________

Name:

Title:

OPTIONEE

______________________________________

Exhibit 4.8

POST OAK BANCSHARES, INC.

NONQUALIFIED STOCK OPTION AGREEMENT

This Nonqualified Stock Option Agreement (“Option Agreement”) is between Post Oak Bancshares, Inc., (the “Company”), and __________________ (the “Optionee”), who agree as follows:

1. Introduction . The Company has heretofore adopted the Post Oak Bancshares, Inc. Stock Option Plan (the “Plan”) for the purpose of encouraging ownership of common stock of the Company by key employees, directors and advisory directors of the Company and its Affiliates (as defined in the Plan) and to provide increased incentive for such persons to render services and to exert maximum effort for the success of the Company. The Company, acting through the Compensation Committee of its Board of Directors (the “Committee”), has determined that its interests will be advanced by the issuance to Optionee of a nonqualified stock option under the Plan.

2.      Option . Subject to the terms and conditions contained herein, the Company hereby irrevocably grants to Optionee the right and option (“Option”) to purchase from the Company ______ shares of the Company’s common stock, $0.01 par value (“Common Stock”), at a price of $______ per share.

3.      Option Period . The Option herein granted may be exercised by Optionee in whole or in part at any time during a ten year period (the “Option Period”) beginning on ______________ (the “Date of Grant”), subject to the limitation that such Option shall be exercisable on or after the specified date for not more than the percentage of the aggregate number of shares of Common Stock granted by this Option Agreement, in accordance with the following schedule:

Notwithstanding anything in this Option Agreement to the contrary, the Committee, in its sole discretion, may waive the foregoing schedule of vesting and upon written notice to Optionee, accelerate the earliest date or dates on which any of the Options granted hereunder are exercisable.

4.      Procedure for Exercise . The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied (i) at the election of the Optionee, by cash, cashier’s check, bank draft, or postal or express money order payable to the order of the Company, (ii) as allowed by the Committee, by certificates representing shares of Common Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the fax or telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date.

As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

5.      Termination of Directorship . Except as provided below, if Optionee ceases to serve on the Board of Directors or Advisory Board of Directors of the Company (as used herein, the term “Board” shall mean both the Board of Directors and the Advisory Board of Directors and the term “director” shall mean both a director and an advisory director) for any reason other than death or disability, to the extent the Option is exercisable on the date of such cessation of service on the Board the Option may be exercised during a three month period after such cessation of service on the Board and shall expire at the end of such three month period, but in no event may the Option be exercised after the end of the Option Period. To the extent the Option is not yet exercisable pursuant to Section 3 hereof on the date of such cessation, the Option shall terminate on the date of such cessation. If Optionee’s service on the Board is terminated because of Optionee’s theft or embezzlement from the Company, disclosure of trade secrets of the Company or the commission of a willful, felonious act while in service on the Board (such reasons shall hereinafter be referred to collectively as “for cause”), then any Option or unexercised portion thereof granted to Optionee shall expire upon such date of such cessation of service on the Board.

6.      Disability or Death . In the event Optionee dies or is determined to be disabled while Optionee serves on the Board, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of death or the determination of disability) at any time and from time to time, within a one year period after such death or determination of disability, by the Optionee, the guardian of Optionee’s estate, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution and shall expire at the end of such one year period, but in no event may the Option be exercised after the end of the Option Period. An Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is incapable of performing services for the Company or its Affiliates of the kind Optionee was performing at the time the disability occurred by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long, continued and indefinite duration. The date of determination of disability for purposes hereof shall be the date of such determination by such physician. To the extent the Option is not yet exercisable pursuant to Section 3 hereof on the date of such death or date of determination of disability, the Option shall terminate on the date of death or determination of disability.

7.      Transferability . This Option shall not be transferable by Optionee otherwise than by Optionee’s will or by the laws of descent and distribution. During the lifetime of Optionee, the Option shall be exercisable only by Optionee or his or her authorized legal representative. Any heir or legatee of Optionee shall take rights herein granted subject to the terms and conditions hereof. No such transfer of this Option Agreement to heirs or legatees of Optionee shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.

8.      No Rights as Stockholder . Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by this Option Agreement until the Option is exercised by written notice and accompanied by payment as provided in Section 4 of this Option Agreement.

9.      Extraordinary Corporate Transactions . The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of Common Stock or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceedings, whether of a similar character or otherwise. If the Company undergoes a

“Fundamental Change” or a “Corporate Change” (as defined in the Plan), the Options granted hereunder shall be governed by Section 6(j) of the Plan.

10.      Changes in Capital Structure . If the outstanding shares of Common Stock or other securities of the Company, or both, for which the Option is then exercisable shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares, recapitalization or reorganization, the number and kind of shares of Common Stock or other securities subject to the Plan or subject to the Option and the exercise price shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares or other securities without changing the aggregate exercise price.

11.      Compliance With Securities Laws . Upon the acquisition of any shares pursuant to the exercise of the Option herein granted, Optionee (or any person acting under Section 7) will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Option Agreement.

12.      Compliance With Laws . Notwithstanding any of the other provisions hereof, Optionee agrees that he or she will not exercise the Option granted hereby, and that the Company will not be obligated to issue any shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares of Common Stock would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority.

13.      Withholding of Tax . To the extent that the exercise of this Option or the disposition of shares of Common Stock acquired by exercise of this Option results in compensation income to the Optionee for federal or state income tax purposes, the Optionee shall pay to the Company at the time of such exercise or disposition (or such other time as the law permits if the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended) such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations; and, if the Optionee fails to do so, the Company is authorized to withhold from any cash remuneration then or thereafter payable to the Optionee, any tax required to be withheld by reason of such resulting compensation income or Company may otherwise refuse to issue or transfer any shares otherwise required to be issued or transferred pursuant to the terms hereof. Payment of the withholding tax by the Optionee shall be made in accordance with Section 10 of the Plan.

14.      No Right to Directorship . Optionee who is a director shall be considered to be in service on the Board so long as he or she remains in service on the Board. Any questions as to whether and when there has been a termination of such service on the Board and the cause of such termination shall be determined by the Committee, and its determination shall be final. Nothing contained herein shall be construed as conferring upon Optionee the right to continue in service on the Board.

15.      Resolution of Disputes . As a condition of the granting of the Option hereby, Optionee, and Optionee’s heirs, personal representatives and successors agree that any dispute or disagreement which may arise hereunder shall be determined by the Committee in its sole discretion and judgment, and that any such determination and any interpretation by the Committee of the terms of this Option Agreement shall be final and shall be binding and conclusive, for all purposes, upon the Company, Optionee and Optionee’s heirs, personal representatives and successors.

16.      Legends on Certificate . The certificates representing the shares of Common Stock purchased by exercise of an Option will be stamped or otherwise imprinted with legends in such form as the Company or its counsel may require with respect to any applicable restrictions on sale or transfer and the stock transfer records of the Company will reflect stop-transfer instructions with respect to such shares.

17.      Notices . Every notice hereunder shall be in writing and shall be given by personal delivery, registered or certified mail or by fax. All notices of the exercise of any Option hereunder shall be directed to Post Oak Bancshares, Inc., 2000 West Loop South, Suite 100, Houston, Texas 77027, Attention: Secretary. Any notice given by the Company to Optionee directed to Optionee at the address on file with the Company shall be effective to bind Optionee and any

other person who shall acquire rights hereunder. The Company shall be under no obligation whatsoever to advise Optionee of the existence, maturity or termination of any of Optionee’s rights hereunder and Optionee shall be deemed to have familiarized himself or herself with all matters contained herein and in the Plan which may affect any of Optionee’s rights or privileges hereunder.

18.      Construction and Interpretation . Whenever the term “Optionee” is used herein under circumstances applicable to any other person or persons to whom this award, in accordance with the provisions of paragraph 7 hereof, may be transferred, the word “Optionee” shall be deemed to include such person or persons. References to the masculine gender herein also include the feminine gender for all purposes.

19.      Agreement Subject to Plan . This Option Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Option Agreement.

20.      Binding Effect . This Option Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Optionee as provided herein.

21.      Exercise or Forfeit . The Option shall be subject to the conditions provided in this Section, to which the Optionee agrees. If the capital of Post Oak Bank, NA (“Bank”) falls below the minimum requirements contained in the regulations of the applicable regulatory authority, or falls below a higher requirement as determined by such authority in connection with a cease and desist order, consent order, formal written agreement or Prompt Corrective Action directive, the regulatory authority may direct the Bank to require the Optionee to exercise or forfeit its rights pursuant to the Option. The Bank will notify the Optionee within 45 days from the date the regulatory authority notifies the Bank in writing that the Optionee must exercise or forfeit its rights pursuant to the Option. If the Option is not exercised within 21 days of the Bank’s notification, the Option will be cancelled. The Bank has agreed to comply with the regulatory authority’s request that the Bank invoke its right to require the Optionee to exercise or forfeit its rights pursuant to the Option under the circumstances stated herein.

22.      Entire Agreement; Amendment . This Option Agreement and any other agreements and instruments contemplated by this Option Agreement contain the entire agreement of the parties, and this Option Agreement may be amended only in writing signed by both parties.

IN WITNESS WHEREOF, this Option Agreement has been executed as of the ___ day of _______________.

POST OAK BANCSHARES, INC.

By:    ________________________________

Name:

Title:    

OPTIONEE

_______________________________________

Exhibit 4.9

AMENDMENT TO THE
POST OAK BANCSHARES, INC. NONQUALIFIED STOCK OPTION AGREEMENT

This Amendment (this “Amendment”) to the Post Oak Bancshares, Inc. 2004 Nonqualified Stock Option Agreement (the “Agreement”), dated [●], by and between Post Oak Bancshares, Inc. (the “Company”) and [●] (“Optionee”), is made effective as of the1st day of October 2018.

W I T N E S S E T H:

WHEREAS, the Company adopted and currently maintains the Post Oak Bancshares, Inc. 2004 Stock Option Plan (the “Plan”), as may be amended from time to time;

WHEREAS, the Plan has been amended to allow for the exercise of options under the Plan through a cashless process, to the extent allowed under the terms of an option agreement;

WHEREAS, in connection therewith, the Company and Optionee desire to amend the Agreement to provide such a cashless exercise process;

WHEREAS, pursuant to Section 22 of the Agreement, the Company and Optionee may amend the Agreement in a writing signed both parties.

NOW, THEREFORE, the Agreement is amended as follows, effective as of the date set forth above:

1. Amendment . Section 4 of the Agreement is amended in its entirety to read as follows:

4.     Procedure for Exercise .

(A) The Option herein granted may be exercised by the delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Common Stock with respect to which the Option is being exercised. The notice shall be accompanied (i) at the election of Optionee, by cash, cashier’s check, bank draft, or postal or express money order payable to the order of the Company, (ii) as allowed by the Committee, certificates representing shares of Common Stock theretofore owned by the Optionee duly endorsed for transfer to the Company, (iii) a combination of (i) and (ii); or (iv) upon conditions established by the Committee, by surrender of the Option without payment of any other consideration, commission or remuneration (“Cashless Net Exercise”).

(B) In the event the Option is exercised by Cashless Net Exercise, the number of shares of Common Stock that will be received upon such exercise shall equal (x) the number of shares of Common Stock as to which the Option is being exercised, multiplied by (y) a fraction, the numerator of which is the fair market value per share of Common Stock (on

the date of exercise) less the Exercise Price, and the denominator of which is such fair market value per share of Common Stock, rounded down to the nearest whole number of shares, and the Company shall pay Optionee cash in an amount equal to the fair market value of any fractional shares.

(C) Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is delivered to the Company via wire transfer on the same day the fax is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with the Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which the Options are being exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 6(d).”

2.      Continuing Effect . All other terms, provisions, conditions, covenants, representations and warranties contained in the Agreement are not modified by this Amendment and shall continue in full force and effect as originally written. As hereby modified and amended, all of the terms and provisions of the Agreement are ratified and confirmed.

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officer, has executed this Amendment as of the date first above written.

POST OAK BANCSHARES, INC.

By:                 __________________

Name:

Title:

OPTIONEE

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