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(1)	Represents the maximum number of shares of Registrant common stock that could be issued in connection with the merger described herein.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and computed pursuant to Rule 457(f)(2) and (f)(3) under the Securities Act, by multiplying the book value of Sovereign Bancshares, Inc.’s common stock of approximately $17.89 per share as of September 30, 2016, the latest practicable date prior to the date of filing this registration statement, by 5,318,200, the maximum number of shares of Sovereign Bancshares, Inc.’s common stock to be cancelled in the merger described herein, including any shares underlying Sovereign deferred stock awards, less the estimated aggregate cash consideration to be paid in the merger of $58,000,000.

(3)	Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $115.90 per $1,000,000 of the proposed maximum aggregate offering price.

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•	a proposal to approve the issuance of 5,117,647 shares of Veritex’s common stock, par value of $0.01 per share, in accordance with the terms and conditions of the Agreement and Plan of Reorganization (the “merger agreement”), by and among Veritex, Sovereign Bancshares, Inc. (“Sovereign”), and Spartan Merger Sub, Inc. (the “Veritex Stock Issuance Proposal”); and

•	a proposal to adjourn the Veritex special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Veritex Stock Issuance Proposal (the “Veritex Adjournment Proposal”).

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a proposal to adopt the Agreement and Plan of Reorganization (the “merger agreement”), by and among Veritex Holdings, Inc. (“Veritex”), Spartan Merger Sub, Inc. (“Merger Sub”), and Sovereign, pursuant to which Merger Sub will merge with and into Sovereign (the “merger”), and approve the merger, each as more fully described in the accompanying joint proxy statement/prospectus (the “Sovereign Merger Proposal”); and

•	a proposal to adjourn the Sovereign special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Sovereign Merger Proposal (the “Sovereign Adjournment Proposal”).

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(1)

Excludes the dilutive effect, if any, of 454,000,  378,000, 378,000, 353,000 shares of Veritex common stock issuable upon exercise of outstanding stock options as of September 30, 2016, September 30, 2015, December 31, 2015, and December 31, 2014 respectively, and 165,000,  153,000, 136,000, 145,000 shares of Veritex common stock issuable upon vesting of outstanding restricted stock units as of September 30, 2016, September 30, 2015, December 31, 2015, and December 31, 2014 respectively.

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(1)

Excludes the dilutive effect, if any, of 45,720, 128,699, 108,199 and 144,699 shares of Sovereign common stock issuable upon exercise of outstanding stock options as of September 30, 2016, September 30, 2015, December 31, 2015 and December 31, 2014, respectively, and 70,000, 99,100, 109,100, and 135,460 shares of Sovereign common stock issuable upon vesting of outstanding deferred stock awards as of September 30, 2016, September 30, 2015, December 31, 2015 and December 31, 2014, respectively.

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•	the sale and issuance of 4,444,750 shares of Veritex common stock in the Offering; and

•	the consummation of the merger, including the expected issuance of 5,117,647 shares of Veritex common stock to Sovereign’s shareholders, 24,500 shares of the Veritex Series D Preferred Stock (in exchange for the Sovereign SBLF Preferred Stock) and the application of $58.0 million of the net proceeds from the Offering to pay the aggregate cash consideration pursuant to the merger.

•	a closing price of Veritex common stock of $17.39 per share, which was the closing price of Veritex common stock on September 30, 2016 as to the expected issuance of 5,117,647 shares of Veritex common stock to Sovereign’s shareholders; and final pricing of $22.50 as to the sale and issuance of 4,444,750 shares of Veritex common stock in the Offering; and

•	that Sovereign’s consolidated capital, surplus and retained earnings accounts less all intangible assets and the merger costs prior to the closing totals at least $89.0 million.

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•	the continued accuracy of the representations and warranties made by the parties in the merger agreement;

•	the performance by each party of its respective obligations under the merger agreement;

•	the receipt of required regulatory approvals, including the approval of the Federal Reserve and the approval of the TDB;

•	the absence of any injunction, order or decree restraining, enjoining or otherwise prohibiting the merger;

•	the absence of any material adverse change in the financial condition, business or results of operations of Sovereign and Sovereign Bank;

•	receipt by Veritex and Sovereign from their respective tax counsel of a federal tax opinion that the integrated mergers qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

•	the effectiveness of the registration statement covering the shares of Veritex common stock that are expected to be issued to Sovereign shareholders as a portion of the consideration for the merger;

•	the approval of Veritex’s shareholders with respect to the shares of its common stock that are expected to be issued to Sovereign’s shareholders as a portion of the consideration for the merger; and

•	the approval by Sovereign’s shareholders of the merger agreement and the merger.

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•	the potential for unexpected costs, delays and challenges that may arise in integrating acquisitions into Veritex’s existing business;

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•	limitations on Veritex’s ability to realize the expected cost savings and synergies from an acquisition;

•	challenges related to integrating acquired operations, including Veritex’s ability to retain key employees and maintain relationships with significant customers and depositors;

•	challenges related to the integration of businesses that operate in new geographic areas, including difficulties in identifying and gaining access to customers in new markets; and

•	discovery of previously unknown liabilities following an acquisition associated with the acquired business.

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•	Veritex’s quarterly or annual earnings, or those of other companies in its industry;

•	actual or anticipated fluctuations in Veritex’s operating results;

•	changes in accounting standards, policies, guidance, interpretations or principles;

•	the public reaction to Veritex’s press releases, its other public announcements and its filings with the SEC;

•	announcements by Veritex or its competitors of significant acquisitions, such as the merger, dispositions, innovations or new programs and services;

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•	changes in financial estimates and recommendations by securities analysts that cover Veritex common stock or the failure of securities analysts to cover Veritex common stock;

•	changes in earnings estimates by securities analysts or Veritex’s ability to meet those estimates;

•	the operating and stock price performance of other comparable companies;

•	general economic conditions and overall market fluctuations;

•	the trading volume of Veritex common stock;

•	changes in business, legal or regulatory conditions, or other developments affecting participants in Veritex’s industry, and publicity regarding its business or any of its significant customers or competitors;

•	changes in governmental monetary policies, including the policies of the Federal Reserve;

•	future sales of Veritex common stock by Veritex or its directors, executive officers or significant shareholders; and

•	changes in economic conditions in and political conditions affecting Veritex’s target markets.

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•	a provision requiring the vote of the holders of at least four-fifths of Veritex’s shares entitled to vote in order to remove a director for cause; and

•	a provision that any special meeting of Veritex’s shareholders may be called only by a majority of Veritex’s Board, its Chairman, its President or a holder or group of holders of at least 10.0% of its shares entitled to vote.

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•	the concentration of Veritex’s or Sovereign’s business in Texas, and specifically within the Dallas metropolitan area, including risks associated with any economic downturn in the real estate sector and risks associated with a decline in the values of single family homes in the Dallas metropolitan area;

•	difficult or unfavorable conditions in the market for financial products and services generally;

•	interest rate fluctuations, which could have an adverse effect on Veritex’s or Sovereign’s profitability;

•	Veritex’s or Sovereign’s ability to implement its growth strategy, including Veritex’s ability to identify and consummate suitable acquisitions;

•	Veritex’s and Sovereign’s ability to consummate the proposed merger;

•

the costs of integrating the businesses Veritex has acquired or expects to acquire, such as the proposed merger with Sovereign, including exposure to potential asset quality and credit quality risks and unknown or contingent liabilities, the time and costs associated with integrating systems, technology platforms, procedures and personnel, the need for additional capital to finance such transactions, risks associated with entering new markets and possible failures in realizing the anticipated benefits from such acquisitions;

•	the ability to recruit and retain successful bankers that meet expectations in terms of customer relationships and profitability;

•	the ability to retain executive officers and key employees and their customer and community relationships;

•	risks associated with Veritex’s or Sovereign’s limited operating histories and the relatively unseasoned nature of a significant portion of each entities’ loan portfolio;

•	market conditions and economic trends nationally, regionally and particularly in the Dallas metropolitan area and Texas;

•	risks related to Veritex’s strategic focus on lending to small to medium-sized businesses;

•	the sufficiency of the assumptions and estimates Veritex or Sovereign make in establishing reserves for potential loan losses;

•	risks associated with Veritex’s or Sovereign’s commercial loan portfolio, including the risk for deterioration in value of the general business assets that generally secure such loans;

•	risks associated with Veritex’s or Sovereign’s nonfarm nonresidential and construction loan portfolios, including the risks inherent in the valuation of the collateral securing such loans;

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•	potential changes in the prices, values and sales volumes of commercial and residential real estate securing Veritex’s and Sovereign’s real estate loans;

•	risks related to the significant amount of credit that Veritex and Sovereign have extended to a limited number of borrowers and in a limited geographic area;

•	Veritex’s or Sovereign’s ability to maintain adequate liquidity and to raise necessary capital to fund its acquisition strategy and operations or to meet increased minimum regulatory capital levels;

•	potential fluctuations in the market value and liquidity of Veritex’s or Sovereign’s investment securities;

•	challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services;

•	a lack of liquidity resulting from decreased loan repayment rates, lower deposit balances, or other factors;

•	restraints on the ability of banks to pay dividends to bank holding companies, which could limit liquidity;

•	the loss of large loan and depositor relationships;

•	the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services;

•	Veritex’s and Sovereign’s ability to maintain an effective system of disclosure controls and procedures and internal controls over financial reporting;

•	risks associated with fraudulent and negligent acts by Veritex’s or Sovereign’s customers, employees or vendors;

•	Veritex’s and Sovereign’s ability to keep pace with technological change or difficulties when implementing new technologies;

•	risks associated with system failures or failures to prevent breaches of Veritex’s or Sovereign’s network security;

•	risks associated with data processing system failures and errors;

•	potential impairment on the goodwill Veritex or Sovereign have recorded or may record in connection with business acquisitions;

•	the institution and outcome of litigation and other legal proceedings against Veritex or Sovereign to which either is or becomes subject;

•	Veritex’s and Sovereign’s ability to comply with various governmental and regulatory requirements applicable to financial institutions;

•	the impact of recent and future legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by Veritex’s regulators, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act;

•	governmental monetary and fiscal policies, including the policies of the Federal Reserve;

•	Veritex’s and Sovereign’s ability to comply with supervisory actions by federal and state banking agencies;

•	changes in the scope and cost of FDIC insurance and other coverage;

•	systemic risks associated with the soundness of other financial institutions;

•	the occurrence of adverse weather or manmade events, which could negatively affect Veritex’s or Sovereign’s core markets or disrupt Veritex’s or Sovereign’s operations; and

•	other factors that are discussed in the “Risk Factors” section of this joint proxy statement/prospectus.

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•	the Sovereign Merger Proposal; and

•	the Sovereign Adjournment Proposal.

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•	attending and voting in person at the Sovereign special meeting;

•	giving notice of revocation of the proxy at the Sovereign special meeting; or

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•	delivering to the Secretary of Sovereign at 17950 Preston Road, Suite 500, Dallas, Texas 75252 (i) a written notice of revocation or (ii) a duly executed proxy card relating to the same shares, bearing a date later than the proxy card previously executed.

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•	the Veritex Stock Issuance Proposal; and

•	the Veritex Adjournment Proposal.

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•	each person known by Veritex to be the beneficial owner of 5% or more of outstanding Veritex common stock;

•	each of Veritex’s directors;

•	each of Veritex’s named executive officers; and

•	all of Veritex’s directors and executive officers as a group.

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*	Indicates less than 1%

(1)	Beneficial ownership does not include certain officers' restricted shares rights granted pursuant to Veritex’s 2010 Equity Incentive Plan and 2014 Omnibus Incentive Plan which will not vest within 60 days of the Veritex record date.

(2)

Based upon a total of 15,208,818 shares of Veritex common stock outstanding as of January 17, 2017. Ownership percentages reflect the ownership percentage assuming that such person, but no other person, exercises all options and warrants to acquire shares of Veritex common stock held by such person that are currently exercisable. The ownership percentage of all executive officers and directors, as a group, assumes that all 14 persons, but no other persons, exercise all options and warrants to acquire shares of Veritex common stock held by such persons that are currently exercisable or exercisable within 60 days.

(3)	Based on a Form 4 filed with the SEC on December 7, 2016 by SunTx Veritex Holdings, LP. The business address of SunTx Veritex Holdings, LP is 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240.

(4)	Based on a Form 13F filed with the SEC on November 14, 2016 by FJ Capital Management LLC, reporting beneficial ownership as of September 30, 2016. The business address of FJ Capital Management LLC is 1313 Dolley Madison Blvd., Suite 306, McLean, Virginia 22101. The percentage beneficially owned is based on Veritex’s outstanding common stock as of January 17, 2017.

(5)	Based on a Form 13F filed with the SEC on November 14, 2016 by Basswood Capital Management, L.L.C, reporting beneficial ownership as of September 30, 2016. The business address of Basswood Capital Management, L.L.C. is 645 Madison Avenue, 10th Floor, New York, New York 10022. The percentage beneficially owned is based on Veritex’s outstanding common stock as of January 17, 2017.

(6)	Includes (i) 14,417 shares held in Mr. Holland's name, (ii) 65,885 shares owned jointly by Mr. Holland and his spouse, (iii) 10,000 shares held by Pershing LLC IRA for his benefit,(iv) 3,250 shares held by The Holland III FLP, and (v) stock options to purchase 137,644 shares of Veritex common stock.

(7)	Includes (i) 33,866 shares held in Mr. Murphy's name, (ii) 152,949 shares held by William C. Murphy Pension & Profit Sharing Plan & Trust, (iii) 1,000 restricted stock units that will vest within 60 days of the Veritex record date, and (iv) stock options to purchase 20,031 shares of Veritex common stock.

(8)	Includes (i) 23,532 shares held in Mr. Kesler's name and (ii) stock options to purchase 9,491 shares of Veritex common stock.

(9)

Includes (i) 2,496 shares held in Mr. Bolin's name, (ii) 18,249 shares held by the DHB Family Partnership, LP, which is controlled by Mr. Bolin, (iii) 18,250 shares held by the PSB Family Trust II, of which Mr. Bolin's wife is the trustee, (iv) 33,308 shares held by Anasazi Capital, LP, which is controlled by Mr. Bolin, (v) 16,670 shares held by Bolin Investments, LP, which is controlled by Mr. Bolin, (vi) options to purchase 2,500 shares, and (vii) a warrant to purchase 10,000 shares of Veritex common stock presently exercisable, issued to Red Star Yield Holdings, Inc., an entity controlled by Mr. Bolin.

(10)	Includes (i) 84,409 shares held in Mr. Bozman's name, (ii) 27,305 shares held by Bozman DFS Partnership, and (iii) options to purchase 2,500 shares of Veritex common stock.

(11)	Includes (i) 1,496 shares held in Mr. Griege's name, (ii) 36,000 shares held jointly by Mr. Griege and his spouse, and (iii) options to purchase 2,500 shares of Veritex common stock.

(12)	Includes (i) 25,480 shares held individually by Mr. Kowalski, (ii) 500 options that will vest within 60 days of the Veritex record date, and (ii) options to purchase 1,000 shares of Veritex common stock.

(13)	Includes (i) 1,320 shares held individually by Mr. Ilagan.

(14)	Includes (i) 36,416 shares held individually by Mr. Sughrue, and (ii) options to purchase 2,500 shares of Veritex common stock.

(15)	Includes (i) 95,950 shares in Mr. Washburne's name, (ii) 5,530 shares held by the Incline Trust, of which Mr. Washburne is the Trustee, (iii) 60,000 shares held by Huron Holdings, Inc., Profit Sharing Plan, over which Mr. Washburne has sole voting control, and (v) options to purchase 2,500 shares of Veritex common stock.

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•	for commercial and industrial loans, the operating results of the commercial, industrial or professional enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral;

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for commercial mortgage loans and multifamily residential loans, the debt service coverage ratio (income from the property in excess of operating expenses compared to loan payment requirements), operating results of the owner in the case of owner occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type;

•	for 1-4 family residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan to value ratio, and the age, condition and marketability of the collateral; and

•	for construction, land development and other land loans, the perceived feasibility of the project including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio.

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(1)

The percentage beneficially owned was calculated on a fully-diluted basis based on 5,258,200 shares of Sovereign common stock issued and outstanding as of the record date or subject to options or warrants (rounded to the nearest tenth of a percent), excluding 60,000 shares issuable upon the accelerated vesting of Sovereign deferred stock awards in connection with the merger. The percentage assumes the exercise by the shareholder or group named in each row of all options and warrants for the purchase of Sovereign common stock held by such shareholder or group and exercisable within 60 days.

(2)	Includes 15,000 shares held in a limited partnership over which Mrs. Angel has beneficial ownership and 62,500 shares held of record by Mrs. Angel’s spouse.

(3)	Includes 7,500 shares held in a trust for which Mr. Longbotham serves as trustee.

(4)	Includes options to purchase 45,720 shares of Sovereign common stock, 13,671 shares held in an investment trust, 7,344 shares in an individual retirement account and 278 shares held in a limited partnership, each of which is subject to the control of Mr. Mastor.

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•	its knowledge of the business, operations, financial and regulatory condition, earnings and prospects of Sovereign and Veritex;

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its knowledge of the current environment in the financial services industry, including national and regional economic conditions, increased regulatory burdens, evolving trends in technology, increasing competition, the current financial market and regulatory conditions and the likely effects of these factors on the potential growth of Sovereign and Veritex, development, productivity, profitability and strategic options;

•	the complementary aspects of Sovereign’s and Veritex’s respective businesses, including customer focus, geographic coverage, business orientation and compatibility of the companies’ management and operating styles;

•	Sovereign’s belief that a merger with Veritex would allow Sovereign shareholders to participate in the future performance of a combined company that would have better future prospects than Sovereign was likely to achieve on a stand-alone basis or through other strategic alternatives;

•	Sovereign’s belief that Sovereign and Veritex share a similar strategic vision;

•	Veritex’s commitment to enhancing its strategic position in its markets;

•	the fact that the portion of the merger consideration paid in the form of Veritex common stock would allow former Sovereign shareholders to participate as Veritex shareholders in the growth of Veritex and in any synergies resulting from the merger;

•	the performance of Veritex common stock;

•	the limited liquidity that Sovereign shareholders have with respect to their investment in Sovereign, for which there is no active public market, and the fact that as Veritex shareholders, Sovereign’s shareholders would be expected to have increased liquidity in the form of a publicly-traded, NASDAQ-listed security;

•	the immediate liquidity to Sovereign shareholders, and the certainty of the amount, reflected by the cash portion of the merger consideration;

•	the value of the merger consideration compared to the current and projected book value of Sovereign and compared to similar recent transactions in the industry;

•	the fact that the portion of the merger consideration paid in the form of Veritex common stock is expected to be tax-free to Sovereign shareholders;

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•	the terms of the merger agreement, and the presentation by Sovereign’s legal advisors regarding the merger and the merger agreement;

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the financial presentation of Sandler, dated December 9, 2016, to the Sovereign Board and the opinion of Sandler, dated December 9, 2016, to the Sovereign Board to the effect that, as of December 9, 2016, and subject to the assumptions, limitations and qualifications set forth in the opinion, the per share merger consideration was fair, from a financial point of view, to the holders of Sovereign common stock, as more fully described below under the section of this joint proxy statement/prospectus entitled “—Opinion of Sovereign’s Financial Advisor” beginning on page 85;

•	the regulatory and other approvals required in connection with the merger and the likelihood that the approvals needed to complete the merger will be obtained within a reasonable time and without unacceptable conditions; and

•	the likelihood of Veritex consummating the merger based upon Veritex’s history of completing other merger transactions.

•	the challenges of combining the businesses, assets and workforces of two financial institutions;

•	the potential risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to implement the merger;

•	the risks and costs to Sovereign if the merger is not completed;

•	the fact that the merger consideration, a large component which consists of shares of Veritex common stock, provides less certainty of value to Sovereign shareholders compared to a transaction in which they would receive only cash consideration;

•	the potential for a decline in the value of Veritex common stock – whether before or after consummation of the merger – reducing the value of the consideration received by Sovereign’s shareholders;

•	the provisions of the merger agreement restricting Sovereign’s solicitation of third party acquisition proposals and the fact that Sovereign would be obligated to pay a termination fee following the termination of the merger agreement in certain circumstances;

•	the fact that gains from the cash component of the merger consideration would generally be taxable to Sovereign’s U.S. shareholders for U.S. federal income tax purposes;

•	the potential for unintended delays in the regulatory approval process; and

•	the interests of certain of Sovereign’s directors and executive officers in the merger that are different from, or in addition to, their interests as Sovereign shareholders, which are further described in the section of this joint proxy statement/prospectus entitled “—Interests of Sovereign’s Directors and Executive Officers in the Merger” beginning on page 104.

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•	a draft of the merger agreement, dated December 9, 2016;

•	certain publicly available financial statements and other historical financial information of Sovereign that Sandler deemed relevant;

•	certain publicly available financial statements and other historical financial information of Veritex that Sandler deemed relevant;

•	certain internal financial projections for Sovereign for the years ending December 31, 2016 through December 31, 2018, as well as an estimated long-term earnings growth rate for the years thereafter, as provided by and discussed with the senior management of Sovereign;

•	publicly available consensus median analyst estimates for Veritex for the years ending December 31, 2016 and December 31, 2017, as well as an estimated long-term earnings per share growth rate for the years thereafter, as provided by and discussed with the senior management of Veritex;

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the pro forma financial impact of the merger on Veritex based on certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as well as Veritex’s offer and sale of a certain amount of common stock concurrent with the execution of the merger agreement (the “Common Stock Offering”) and a certain amount of subordinated debt, the proceeds of which will be used for the redemption of Sovereign’s preferred stock issued under the United States Treasury Department’s Small Business Lending Fund concurrent with closing of the merger (the “Subordinated Debt Offering”), as provided by the senior management of Veritex;

•	the publicly reported historical price and trading activity for Veritex common stock, including a comparison of certain stock market information for Veritex common stock and certain stock indices as well as publicly available information for certain other similar companies, the securities of which are publicly traded;

•	a comparison of certain financial information for Sovereign and Veritex with similar institutions for which information is publicly available;

•	the financial terms of certain recent business combinations in the bank and thrift industry (on a regional and nationwide basis), to the extent publicly available;

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•	the current market environment generally and the banking environment in particular; and

•	such other information, financial studies, analyses and investigations and financial, economic and market criteria as Sandler considered relevant.

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•	each of Veritex’s, Sovereign’s, and the combined company’s business, operations, financial condition, asset quality, earnings, and prospects;

•	Sovereign’s strong presence in the Dallas-Fort Worth-Arlington MSA;

•	potential growth opportunities through expansion into new and attractive markets in which Sovereign currently has a presence, including the Austin-Round Rock MSA and Houston-The Woodlands-Sugar Land MSA;

•	the potential to broaden the scale of Veritex’s organization and the expanded possibilities, including organic growth and future acquisitions, that would be available to the combined company, given its larger size, asset base, capital, and footprint;

•	the anticipated pro forma impact of the merger on the combined company, including the expected positive impact on financial metrics including earnings, funding sources, and capital;

•	the complementary nature of the cultures of the two companies, which management believes should facilitate integration and implementation of the merger;

•	the participation of two of Sovereign’s directors in the combined company, which enhances the likelihood that the strategic benefits that Veritex expects to achieve as a result of the merger will be realized;

•	its review and discussions with Veritex’s management concerning the due diligence examination of Sovereign’s business;

•	the expectation of annual cost savings resulting from the transaction, enhancing efficiencies;

•	the opinion, dated December 9, 2016, of Stephens to the Veritex Board as to the fairness, from a financial point of view and as of the date of the opinion, to Veritex of the aggregate merger consideration in the merger, as more fully described below under “-Opinion of Veritex’s Financial Advisor;”

•	the terms of the merger agreement, including the expected tax treatment and deal protection and termination fee provisions, which it reviewed with Veritex’s management and legal advisor; and

•	the fact that Veritex’s shareholders will have a chance to vote on the Veritex Stock Issuance Proposal.

•	the possibility of encountering difficulties in achieving anticipated cost synergies and savings in the amounts estimated or in the time frame contemplated;

•	the possibility of encountering difficulties in completing the Offering;

•	the possibility of encountering difficulties in successfully integrating Sovereign’s business, operations, and workforce with those of Veritex;

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•	certain anticipated merger related costs;

•	the diversion of management attention and resources from the operation of Veritex’s business towards the completion of the merger;

•	the regulatory and other approvals required in connection with the merger and the bank merger and the risk that such regulatory approvals will not be received in a timely manner or may impose unacceptable conditions; and

•	the merger’s effect on Veritex’s regulatory capital levels.

•	analyzed certain publicly available financial statements and reports regarding Veritex;

•	analyzed certain audited and unaudited internal financial statements and other financial and operating data (including financial projections) concerning Veritex and Sovereign prepared by and based on assumptions provided by the management teams of Veritex and Sovereign;

•	analyzed, on a pro forma basis in reliance upon financial projections and other information and assumptions provided by the management teams of Veritex and Sovereign, the effect of the merger on the balance sheet, earnings, tangible book value per share and earnings per share of Veritex;

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•	compared the financial performance of Veritex and Sovereign with that of certain publicly-traded companies that Stephens deemed relevant to our analysis of the merger, and their securities;

•	reviewed the financial terms, to the extent publicly available, of certain merger or acquisition transactions that Stephens deemed relevant to our analysis of the merger;

•	reviewed the most recent draft of the merger agreement and related documents provided to Stephens by Veritex;

•	discussed with management of Veritex and Sovereign the operations of and future business prospects for Veritex and Sovereign and the anticipated cost savings and financial consequences of the transaction to Veritex; and

•	performed such other analyses and provided such other services as Stephens has deemed appropriate.

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•	Cullen/Frost Bankers, Inc. ($29,603 million)

•	Texas Capital Bancshares, Inc. ($22,216 million)

•	Prosperity Bancshares, Inc. ($21,404 million)

•	Hilltop Holdings Inc. ($12,423 million)

•	LegacyTexas Financial Group, Inc. ($8,440 million)

•	First Financial Bankshares, Inc. ($6,687 million)

•	Independent Bank Group, Inc. ($5,667 million)

•	Southside Bancshares, Inc. ($5,465 million)

•	Allegiance Bancshares, Inc. ($2,462 million)

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(1)	Core income defined as net income after taxes, but excluding extraordinary items, nonrecurring items and gain / loss on sale of securities.

(2)	Excludes restructured loans.

(3)	Based on FactSet Research Systems median estimates.

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(1)	Core income defined as net income after taxes, but excluding extraordinary items, nonrecurring items and gain / loss on sale of securities.

(2)	Excludes restructured loans.

(3)	Based on FactSet Research Systems median estimates.

•	Independent Bank Group, Inc. / Carlile Bancshares, Inc. (11/21/16)

•	Prosperity Bancshares, Inc. / Tradition Bancshares, Inc. (8/6/15)

•	Independent Bank Group, Inc. / Grand Bank (7/23/15)

•	Green Bancorp, Inc. / Patriot Bancshares, Inc. (5/27/15)

•	Allegiance Bancshares, Inc. / Farmers & Merchants Bancshares, Inc. (7/28/14)

•	Southside Bancshares, Inc. / OmniAmerican Bancorp, Inc. (4/29/14)

•	BancorpSouth, Inc. / Central Community Corporation (1/22/14)

•	ViewPoint Financial Group, Inc. / LegacyTexas Group, Inc. (11/25/13)

•	Independent Bank Group, Inc. / BOH Holdings, Inc. (11/21/13)

•	East West Bancorp, Inc. / MetroCorp Bancshares, Inc. (9/18/13)

•	Cullen/Frost Bankers, Inc. / WNB Bancshares, Inc. (8/13/13)

•	Prosperity Bancshares, Inc. / FVNB Corp. (7/1/13)

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•	you must, prior to the Sovereign special meeting, provide Sovereign with a written objection to the merger that states that you intend to exercise your right to dissent if the merger agreement is approved and the merger is completed and that provides an address to which a notice of effectiveness of the merger should be delivered or mailed to you if the merger is completed;

•	you must vote your shares of Sovereign common stock against approval of the merger agreement at the Sovereign special meeting in person or by proxy;

•

you must, not later than the 20th day after Veritex (which will be the ultimate successor to Sovereign) sends you notice that the merger was completed, deliver to Veritex a written demand for payment of the fair value of the shares of Sovereign common stock you own that states the number and class of shares of Sovereign common stock you own, your estimate of the fair value of such stock and an address to which a notice relating to the dissent and appraisal procedures may be sent; and

•	you must, not later than the 20th day after you make your demand for payment to Veritex as described above, submit your certificates representing Sovereign common stock to Veritex.

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(1)	The last trading day before public announcement of the merger.

(2)	The latest practicable trading day before the initial filing of this joint proxy statement/prospectus.

(3)	The latest practicable trading day before the printing of this joint proxy statement/prospectus.

(4)	Assumes there is no downward adjustment to the aggregate cash consideration.

•	the costs, fees, expenses and commissions payable to any broker, finder, financial advisor or investment banking firm in connection with the merger or the transactions contemplated by the merger agreement;

•	legal and accounting fees and other expenses in connection with the merger agreement and the consummation of the transactions contemplated thereby, other than expenses incurred in the ordinary course of business consistent with past practice;

•	costs or expenses incurred in purchasing a directors and officers insurance “tail” policy, as described in the merger agreement;

•	contract termination costs, including employment related agreements and obligations;

•	the payment of certain bonuses, change-in-control and related payments and benefits to employees of Sovereign, and the associated expenses to third parties to calculate, value or provide tax planning or consulting with respect to such payments or benefits;

•	costs, fees or expenses in connection with a third-party valuation of the post-termination non-competition and non-solicitation agreements between Sovereign or Sovereign Bank and each of Thomas J. Mastor and R. Michael Russell;

•	accrual of any future benefit payments due under any salary continuation, deferred compensation or other similar agreements through the date of the final payment; and

•	costs associated with the funding, termination or liquidation of Sovereign employee benefit plans.

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•	corporate matters, including due organization and qualification and subsidiaries;

•	capitalization;

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•	authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

•	required governmental and other regulatory filings and consents and approvals in connection with the merger;

•	reports to regulatory authorities;

•	financial statements, internal controls and books and records;

•	absence of undisclosed liabilities;

•	broker’s fees payable in connection with the merger;

•	the absence of certain changes or events;

•	legal proceedings;

•	tax matters;

•	employment and employee benefit matters;

•	compliance with applicable laws;

•	certain material contracts;

•	absence of agreements with regulatory authorities;

•	derivative instruments and transactions;

•	environmental matters;

•	investment securities and commodities;

•	real property;

•	intellectual property;

•	related party transactions;

•	inapplicability of takeover statutes;

•	absence of action or circumstance that could reasonably be expected to prevent the integrated mergers from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code;

•	receipt by the Sovereign Board of an opinion from its financial advisor;

•	the accuracy of information supplied for inclusion in this joint proxy statement/prospectus and other similar documents;

•	loan matters;

•	deposit matters;

•	insurance matters;

•	outstanding trust preferred securities of Sovereign’s subsidiary trust;

•	dividends payable on the Sovereign SBLF Preferred Stock; and

•	ability to obtain regulatory approvals;

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•	corporate matters, including due organization and qualification and subsidiaries;

•	capitalization;

•	authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

•	required governmental and other regulatory filings and consents and approvals in connection with the merger;

•	reports to regulatory authorities;

•	financial statements, internal controls, books and records;

•	absence of undisclosed liabilities;

•	broker’s fees payable in connection with the merger;

•	the absence of certain changes or events;

•	legal proceedings;

•	tax matters;

•	employment and employee benefit matters;

•	compliance with applicable laws;

•	certain material contracts;

•	absence of agreements with regulatory authorities;

•	derivative instruments and transactions;

•	intellectual property;

•	related party transactions;

•	inapplicability of takeover statutes;

•	loan matters;

•	insurance matters;

•	absence of action or circumstance that could reasonably be expected to prevent the integrated mergers from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code;

•	receipt by the Veritex Board of an opinion from its financial advisor;

•	ability to obtain regulatory approvals;

•	SEC reports; and

•	the accuracy of information supplied for inclusion in this joint proxy statement/prospectus and other similar documents.

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•	incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual, corporation or other entity,

•	adjust, split, combine or reclassify any of its capital stock;

•

make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except (i) dividends paid by any of the subsidiaries of Sovereign to Sovereign or any of its wholly-owned subsidiaries, (ii) distributions with respect to the Trust Preferred Issuance or (iii) dividends paid to the holders of the Sovereign SBLF Preferred Stock;

•	grant any stock options, stock appreciation rights, performance shares, restricted stock units, restricted shares or other equity-based awards or interests, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock;

•

issue, sell or otherwise permit to become outstanding any additional shares of capital stock or securities convertible or exchangeable into, or exercisable for, any shares of its capital stock or any options, warrants, or other rights of any kind to acquire any shares of capital stock, except pursuant to the exercise of stock options or the settlement of equity compensation awards outstanding as of the date of the merger agreement in accordance with their terms;

•

sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets or any business to any individual, corporation or other entity other than a wholly owned subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any such person, in each case other than in the ordinary course of business or pursuant to certain specified contracts or agreements in force at the date of the merger agreement;

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•	make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity other than a wholly owned subsidiary of Sovereign;

•	terminate, materially amend, or waive any material provision of, certain material contracts or make any change in any instrument or agreement governing the terms of any of its securities, or material lease or contract, other than normal renewals of contracts and leases without material adverse changes of terms with respect to Sovereign, or enter into certain material contracts;

•

subject to certain exceptions, including as required under applicable law or the terms of any Sovereign benefit plans existing as of the date of the merger agreement, (i) enter into, adopt or terminate any employee benefit or compensation plan, program, practice, policy, contract or arrangement for the benefit or welfare of any current or former employee, officer, director, independent contractor or consultant (or any spouse or dependent of such individual), (ii) amend (whether in writing or through the interpretation of) any Sovereign benefit plan, (iii) increase the compensation or benefits payable to any current or former employee, officer, director, independent contractor or consultant (or any spouse or dependent of such individual), except for annual base salary or wage increases for employees (other than directors or executive officers) in the ordinary course of business, consistent with past practice, that do not exceed, with respect to any individual, three percent (3%) of such individual’s base salary or wage rate in effect as of the date of the merger agreement, (iv) pay or award, or commit to pay or award, any bonuses or incentive compensation, (v) grant or accelerate the vesting of any equity-based awards or other compensation, (vi) negotiate or enter into any new, or amend any existing, employment, severance, change in control, retention, bonus guarantee, collective bargaining agreement or similar agreement or arrangement, (vii) fund any rabbi trust or similar arrangement, (viii) terminate the employment or services of any officer or any employee whose target total annual compensation is greater than $75,000, other than for cause, (ix) hire or promote any officer, employee, independent contractor or consultant who has target total annual compensation greater than $100,000, or (x) waive, release or limit any restrictive covenant obligation of any current or former employee or contractor of Sovereign or any of its subsidiaries;

•	settle any material claim, suit, action or proceeding, except in the ordinary course of business in an amount and for consideration not in excess of $50,000 individually or in the aggregate and that would not impose any material restriction on the business of Sovereign or its subsidiaries or the surviving corporation or Veritex after the Effective;

•	take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the integrated mergers from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code;

•	amend Sovereign’s certificate of formation or bylaws or comparable governing documents of its subsidiaries;

•	merge or consolidate itself or any of its subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve itself or any of its subsidiaries;

•

materially restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, except as may be required by GAAP (provided that Sovereign will manage its investment securities and derivatives portfolio in the ordinary course of business consistent with past practice and in no event will take any action that would materially increase the effective duration of the portfolio beyond its effective duration as of the date of the merger agreement);

•	take any action that is intended or expected to result in any of its representations and warranties being or becoming untrue at any time prior to the effective time, or in any of the conditions to the merger not being satisfied or in a violation of any provision of the merger agreement, except as may be required by applicable law;

•	implement or adopt any change in its accounting principles, practices or methods, other than as required by GAAP, or revalue any of its material assets;

•

enter into any new line of business or change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating, securitization and servicing policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), except as required by applicable law, regulation or policies imposed by any governmental entity;

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make or renew any loans or extensions of credit (including entering into any derivative contract in respect of such extension of credit) except in the ordinary course of business consistent with past practice and in accordance with Sovereign’s existing policies, provided that any individual unsecured loan or extension of credit that is not as of the date of the merger agreement approved and committed in excess of $7,500,000 or any individual secured loan or extension of credit in excess of $7,500,000 in a single commercial real estate transaction or in any other type of transaction (including asset based loans, commercial and industrial loans, and multifamily and owner occupied loans) will require the prior written approval of the Chief Credit Officer of Veritex or another officer designated by Veritex, which approval or rejection will be given in writing within two business days after the loan package is delivered to such individual; provided, further that reports and other documentation concerning any loan or extension of credit over $7,500,000 will be provided to the Chief Credit Officer of Veritex promptly after approval of any such loan or any extension of credit);

•	make any material changes in its policies and practices with respect to (i) underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service, loans or (ii) its hedging practices and policies, in each case except as required by law or requested by a regulatory agency;

•	make, or commit to make, any capital expenditures in excess of $50,000 in the aggregate;

•

reduce its allowance for loan losses to total loans from $13,976,000, other than through the usage of the allowance for loan losses to resolve any outstanding classified loan in accordance with the merger agreement, and Sovereign will maintain its allowance for loan losses in a manner consistent with Sovereign’s historical methodology, past practices, existing polices and in compliance with GAAP and consistent with past practice and Sovereign’s past practices;

•

make, change or revoke any tax election, adopt or change any tax accounting method, file any amended tax return, settle or compromise any tax liability, claim or assessment or agree to an extension or waiver of the limitation period to any material tax claim or assessment, grant any power of attorney with respect to material taxes, enter into any closing agreement with respect to any material tax or amend any material tax return;

•	make application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other significant office or operations facility of it or its subsidiaries; or

•	agree to take, make any commitment to take, or adopt any resolutions of its board or similar governing body in support of, any of the foregoing.

•	amend Veritex’s certificate of formation or bylaws in a manner that would adversely affect the economic benefits of the merger to the holders of Sovereign common stock;

•	adjust, split, combine or reclassify any of its capital stock;

•	take any action that is intended or expected to result in any of its representations and warranties being or becoming untrue in any material respect at any time prior to the effective time, or in any of the conditions to the merger not being satisfied or in a violation of any provision of the merger agreement, except as may be required by applicable law;

•	make, declare or pay any dividend, or make any other distribution on any shares of its capital stock (except dividends paid by any of the subsidiaries of Veritex to Veritex or any of its wholly-owned subsidiaries);

•	take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the integrated mergers from being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; or

•	agree to take, make any commitment to take, or adopt any resolutions of its board or similar governing body in support of, any of the foregoing.

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•	to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees and their eligible dependents under any employee benefit plans of Veritex or its subsidiaries which any continuing employees become eligible to participate on or after the effective time (“New Plans”), subject to certain limitations;

•

to provide each such employee and their eligible spouse and dependents with credit for any co-payments and deductibles paid prior to the effective time under a benefit plan sponsored by Sovereign (to the same extent that such credit was given under the analogous Sovereign benefit plan prior to the effective time) in satisfying any applicable deductible or out-of-pocket requirements under any New Plans; and

•	to recognize all service of such employees with Sovereign and its subsidiaries, for all purposes in any New Plan to the same extent that such service was taken into account under the analogous Sovereign benefit plan prior to the effective time, subject to certain limitations.

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•	the adoption of the merger agreement by Sovereign’s shareholders and the approval of the issuance of shares of Veritex common stock in connection with the merger by Veritex’s shareholders;

•	the authorization for listing on NASDAQ, subject to official notice of issuance, of the Veritex common stock to be issued pursuant to the merger agreement;

•

the receipt of all requisite regulatory approvals, including from the Federal Reserve, the TDB and certain other approvals necessary to consummate the transactions contemplated by the merger agreement, including the merger and the bank merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Veritex, the expiration of all statutory waiting periods in respect thereof, and such regulatory approvals remaining in full force and effect;

•	the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part with respect to the Veritex common stock to be issued upon the consummation of the merger, and the absence of any stop order (or proceedings for that purpose initiated or threatened and not withdrawn);

•

the absence of any order, injunction, or decree by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of the merger or the other transactions contemplated by the merger agreement, and the absence of any statute, rule, regulation, order, injunction or decree enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal consummation of the merger;

•	the accuracy of the representations and warranties of the other party contained in the merger agreement as of the date on which the merger agreement was entered into and as of the date on which the merger is completed (and the receipt by each party of an officers’ certificate from the other party to such effect);

•	the performance by the other party in all material respects of all obligations required to be performed by it under the merger agreement at or prior to the date on which the merger is completed (and the receipt by each party of an officers’ certificate from the other party to such effect); and

•

receipt by such party of an opinion of legal counsel to the effect that, on the basis of facts, representations and assumptions that are consistent with the facts existing at the effective time and as set forth or referred to in such opinion, the integrated mergers will together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

•	delivery by Sovereign to Veritex of a duly executed certificate, in form and substance as prescribed by Treasury regulations promulgated under Section 1445 of the Code, stating that Sovereign is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code;

•	each of the Sovereign director support agreements remaining in full force and effect;

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•	each director of Sovereign and Sovereign Bank having entered into an agreement releasing Sovereign and Sovereign Bank from any and all claims by such director, and such releases remaining in full force and effect;

•	certain officers of Sovereign and Sovereign Bank having entered into an agreement releasing Sovereign and Sovereign Bank from any and all claims by such officer, and such releases remaining in full force and effect;

•	the execution by Thomas J. Mastor and delivery to Veritex of an option holder release agreement, and such agreement remaining in full force and effect;

•	the execution by certain individuals of cash acknowledgement and release agreements in form acceptable to Veritex, and such agreements remaining in full force and effect;

•	Sovereign’s tangible common equity being no less than $89,000,000 on the business day prior to the closing date of the merger;

•	the allowance for loan losses of Sovereign Bank being at least $13,976,000 as of the closing date of the merger, less any amount reduced through the usage of the specific reserves for the outstanding classified loans set forth on Sovereign’s confidential disclosure schedules to the merger agreement;

•	the dissenting shares in the merger representing not more than 5.0% of the outstanding shares of Sovereign common stock;

•	the termination of all employment agreements to which Sovereign is a party and compliance by Sovereign with the obligations set forth in the merger agreement in connection with such termination;

•	the absence of any material burdensome condition (as defined in the merger agreement) imposed as a result of obtaining the regulatory approvals required by the merger agreement;

•	receipt by Veritex of a true, correct and complete copy of resolutions adopted by the Sovereign Board terminating as of the effective time each or all of the Sovereign employee benefit plans that are “employee benefit plans” within the meaning of ERISA;

•	delivery by Sovereign in accordance with the merger agreement of a final independent third-party valuation of the post-termination non-competition and non-solicitation agreements between Sovereign or Sovereign Bank and each of Thomas J. Mastor and R. Michael Russell;

•	the termination of Sovereign’s professional employer organization agreement; and

•	Sovereign and Veritex having taken all reasonably necessary action to provide, and the receipt by Sovereign and Veritex of all regulatory approvals required, for the exchange of the then-outstanding Sovereign SBLF Preferred Stock for shares of Veritex Series D Preferred Stock as set forth in the merger agreement.

•	by mutual written consent of Veritex and Sovereign, if the board of each so determines by a vote of a majority of the members of its entire board;

•

by the Veritex Board or the Sovereign Board, if any governmental entity that must grant a requisite regulatory approval has denied approval of or requested withdrawal of the application requesting approval to consummate the merger or the transactions contemplated by the merger agreement, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its covenants and agreements under the merger agreement;

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by the Veritex Board or the Sovereign Board, if the merger has not been completed on or before the termination date, which is the one year anniversary of the date of the merger agreement, unless the failure of the merger to be completed by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its covenants and agreements under the merger agreement, provided that if the regulatory approval closing conditions have not been satisfied as of the termination date, Veritex may extend the termination date for an additional three months;

•

by the Veritex Board or the Sovereign Board (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement), if there is a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of the other party which either individually or in the aggregate would constitute, if occurring or continuing on the date the merger is completed, the failure of a closing condition of the terminating party and which is not cured within 30 days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the termination date);

•

by Sovereign, if the Veritex Board (i) fails to recommend in this joint proxy statement/prospectus that the shareholders of Veritex approve the Veritex issuance of Veritex common stock, or withdraws, modifies or qualifies such recommendation in a manner adverse to Sovereign, or resolves to do so, or fails to reaffirm such recommendation within two business days after Sovereign requests in writing that such action be taken, or (ii) breaches certain obligations, including with respect to calling a meeting of its shareholders and recommending that they approve the Veritex issuance of Veritex common stock, in any material respect;

•

by Veritex, if the Sovereign Board (i) fails to recommend in this joint proxy statement/prospectus that the shareholders of Sovereign adopt the merger agreement, or withdraws, modifies or qualifies such recommendation in a manner adverse to Veritex, or resolves to do so, or fails to reaffirm such recommendation within two business days after Veritex requests in writing that such action be taken, or fails to recommend against acceptance of a tender offer or exchange offer for outstanding Sovereign common stock that has been publicly disclosed (other than by Veritex or an affiliate of Veritex) within 10 business days after the commencement of such tender or exchange offer, (ii) recommends or endorses an acquisition proposal, or (iii) breaches certain obligations, including with respect to the non-solicitation of acquisition proposals or calling a meeting of its shareholders and recommending that they adopt the merger agreement, in any material respect;

•	by Veritex or by Sovereign if the other party has failed to obtain the shareholder vote necessary for the approval and enactment of the transactions contemplated in the merger agreement at the respective shareholder meeting or any adjournment or postponement thereof;

•	by Veritex or Sovereign, if Veritex fails to raise funds in an offering of Veritex securities in an amount sufficient to pay the cash portion of the aggregate cash consideration by 5:00 p.m. Dallas, Texas time, on the date that is 10 business days after the receipt by Veritex and Sovereign of all requisite regulatory approvals;

•	by Sovereign, if prior to the adoption of the merger agreement by Sovereign’s shareholders by the necessary shareholder vote, Sovereign has received an acquisition proposal that amounts to a Superior Proposal (as defined in the merger agreement) and has complied with certain obligations, including with respect to the non-solicitation of acquisition proposals;

•	by Sovereign, at any time following the Determination Date if both the following conditions are satisfied:

o	the Stock Ratio shall be less than 0.80; and

o	the Stock Ratio shall be less than the number obtained by dividing (i) the Final Index Price by (ii) the Starting Index, and subtracting 0.20 from such quotient;

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In the event the merger agreement is terminated by Veritex because the merger has not been completed prior to the termination date, if, at the time of termination (i) the Sovereign special meeting has not occurred, (ii) there has been an acquisition proposal at any time prior to the termination of the merger agreement, and (iii) within twelve months after the date of such termination, Sovereign enters into a definitive agreement with the party or parties that made any acquisition proposal, then Sovereign will, on the date it enters into the definitive agreement with respect to such acquisition proposal, pay Veritex, by wire transfer of same day funds, a termination fee equal to $4,500,000 (which we refer to in this joint proxy statement/prospectus as the “termination fee”) (provided that for purposes of the foregoing, all references in the definition of acquisition proposal to “25%” will instead refer to “50%”).

•

In the event that the merger agreement is terminated by Veritex based on the Sovereign Board having (i) failed to recommend in this joint proxy statement/prospectus that the shareholders of Sovereign adopt the merger agreement, or withdrawn, modified or qualified such recommendation in a manner adverse to Veritex, or resolved to do so, or failed to reaffirm such recommendation within two business days after Veritex has requested in writing that such action be taken, or failed to recommend against acceptance of a tender offer or exchange offer for outstanding Sovereign common stock that has been publicly disclosed (other than by Veritex or an affiliate of Veritex) within ten business days after the commencement of such tender or exchange offer, (ii) recommended or endorsed an acquisition proposal, or (iii) breached certain obligations, including with respect to the non-solicitation of acquisition proposals or calling a meeting of its shareholders and recommending that they adopt the merger agreement, in any material respect, then Sovereign will pay Veritex, by wire transfer of same day funds, the termination fee on the date of termination.

•

In the event that the merger agreement is terminated by Sovereign because, prior to the adoption of the merger agreement by the Sovereign shareholders by requisite shareholder vote, Sovereign has received an acquisition proposal that it deems to be a Superior Proposal (as defined in the merger agreement) and has complied with its obligations under the merger agreement with respect to such Superior Proposal, then Sovereign will pay Veritex, by wire transfer of same day funds, the termination fee on the date of termination.

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•	financial institutions or mutual funds,

•	tax-exempt organizations,

•	insurance companies,

•	dealers in securities or foreign currency,

•	traders in securities who elect to apply a mark-to-market method of accounting,

•	partnerships and other pass-through entities and investors in such entities,

•	controlled foreign corporations or passive foreign investment companies,

•	regulated investment companies and real estate investment trusts,

•	broker-dealers,

•	holders liable for the alternative minimum tax,

•	holders that have a functional currency other than the U.S. dollar,

•	holders who received, or have a right to receive, their Sovereign common stock through the exercise of employee stock options, through a tax-qualified retirement plan, deferred stock award or otherwise as compensation,

•	holders who hold Sovereign common stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment, and

•	U.S. expatriates or certain former citizens or long-term residents of the United States.

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•	furnishes a correct taxpayer identification number to the exchange agent and certifies that such holder is not subject to backup withholding on the substitute Form W-9 or successor form included in the letter of transmittal received and otherwise complies with applicable requirements of the backup withholding rules; or

•	is otherwise exempt from backup withholding.

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the business combination of a corporation: (a) where the corporation’s original certificate of formation or bylaws contain a provision expressly electing not to be governed by the affiliated business combinations provisions of the TBOC; (b) that adopted an amendment to its certificate of formation or bylaws before December 31, 1997, expressly electing not to be governed by the affiliated business combinations provisions of the TBOC; or (c) that adopts an amendment to its certificate of formation or bylaws after December 31, 1997, by the affirmative vote of the holders, other than Affiliated Shareholders, of an at least two-thirds majority of the outstanding voting shares of the corporation, expressly electing not to be governed by the affiliated business combinations provisions of the TBOC;

•

a business combination of a corporation with an Affiliated Shareholder that became an Affiliated Shareholder inadvertently, if the Affiliated Shareholder: (a) as soon as practicable divests itself of enough shares to no longer be an Affiliated Shareholder; and (b) would not at any time within the three-year period preceding the announcement of the business combination have been an Affiliated Shareholder but for the inadvertent acquisition;

•	a business combination with an Affiliated Shareholder that was the beneficial owner of 20% or more of the outstanding voting shares of the corporation on December 31, 1996, and continuously until the announcement date of the business combination;

•	a business combination with an Affiliated Shareholder who became an Affiliated Shareholder through a transfer of shares of the corporation by will or intestate succession and continuously was such an Affiliated Shareholder until the announcement date of the business combination; or

•	a business combination of a corporation with a wholly owned subsidiary if the subsidiary is not an affiliate or associate of the Affiliated Shareholder other than by reason of the Affiliated Shareholder’s beneficial ownership of the voting shares of the corporation.

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•	Veritex’s historical and projected financial condition, liquidity and results of operations;

•	Veritex’s capital levels and requirements;

•	statutory and regulatory prohibitions and other limitations;

•	any contractual restriction on Veritex’s ability to pay cash dividends, including pursuant to the terms of any of Veritex’s credit agreements or other borrowing arrangements;

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•	Veritex’s business strategy;

•	tax considerations;

•	any acquisitions or potential acquisitions that Veritex may examine;

•	general economic conditions; and

•	other factors deemed relevant by the Veritex Board.

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•	Veritex’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 15, 2016;

•	Veritex’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2016, June 30, 2016, and September 30, 2016 filed with the SEC on April 28, 2016, July 28, 2016, and October 27, 2016 respectively;

•	the information specifically incorporated by reference into Veritex’s Annual Report on Form 10-K for the year ended December 31, 2015 from Veritex’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2016;

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•	Veritex’s Current Report on Form 8-K, filed with the SEC on May 13, 2016;

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Veritex’s Current Report on Form 8-K, filed with the SEC on December 14, 2016 which includes the Audited Consolidated Financial Statements of Sovereign as of and for the years ended December 31, 2015 and 2014, the Unaudited Consolidated Financial Statements of Sovereign as of and for the nine months ended September 30, 2016 and September 30, 2015, and Sovereign’s Management’s Discussion and Analysis of Financial Condition and Results of Operations;

•	Veritex’s Current Report on Form 8-K, filed with the SEC on December 19, 2016; and

•	the description of Veritex common stock contained in its Form 8-A filed with the SEC on October 8, 2014, including any amendment to that form that Veritex may file with the SEC in the future for the purpose of updating the description of its common stock.

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Note 1.	Summary of Significant Accounting Policies

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•	Pro-rata ownership in an entire financial asset.

•	From the date of the transfer, all cash flows received from the entire financial asset are divided proportionately among the participating interest holders in an amount equal to their share of ownership.

•	The rights of each participating interest holder have the same priority, and no participating interest holder’s interest is subordinated to the interest of another participating interest holder. That is, no participating interest holder is entitled to receive cash before any other participating interest holder under its contractual rights as a participating interest holder.

•	No party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to pledge or exchange the entire financial asset.

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Note 2.	Statements of Cash Flows

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Note 3.	Securities

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Note 4.	Loans and Allowance for Loan Losses

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Real estate - construction: This category consists of loans secured by real estate under construction or land development, both commercial and residential. Construction and land development loans can carry additional risk of repayment from several different factors influencing the completion of the project on time and on budget. Other risks involved are market driven through real estate values and long-term financing options. As such, the Company takes additional steps to insure that sufficient equity is required, underwriting supports the project, and secondary sources of repayment are identified. This category also consists of loans secured by vacant land, which includes developed commercial land, undeveloped commercial land, rural land, single family residential lots, and lot development loans. These types of loans require larger down payments to help mitigate the risk.

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Real estate - residential: This category consists of loans secured by some form of both owner-occupied and non-owner occupied residential real estate. The category includes loans for 1-4 family home construction, home improvement, home equity lines of credit, closed-end financing for 1-4 family properties, and financing for multi-family residential properties. The overall credit risk in this segment of the loan portfolio is low given the nature of the collateral and the Company’s strict underwriting standards for this type of financing. The Company does not originate sub-prime mortgage loans. The higher risk area of this category is the non-owner occupied portion of these loans, which are often reliant on rental income as the primary source of repayment.

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Real estate - owner occupied: This category consists of loans secured by commercial buildings that are occupied by companies that are run by the borrower or guarantors on the loan. These loans are lower risk than the non owner occupied loans because the borrower or guarantor has a personal interest in the success of the tenant company. In addition, more in-depth financial information can be obtained to help management evaluate the business and its profitability.

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Real estate - commercial and farmland: This category consists of loans secured by income-producing commercial buildings such as shopping centers, office buildings, office warehouse buildings, hotels, and multi-family properties. These loans carry a higher risk than owner-occupied properties because the repayment is based on the successful operations of the tenants and may be subject to adverse conditions in the real estate market and/or general economy. A substantial majority of these loans have adequate secondary sources of repayment through financially strong guarantors that are well known to the Company.

•	Commercial - financial and agricultural: This category consists of all business loans and leases secured by assets other than the business real estate. A substantial majority of these loans are secured by equipment, accounts receivable, and inventory. The primary risk involved with this category is that the loans and leases are typically secured by depreciable assets that may not

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Commercial - energy: Energy loans are credits extended to businesses deriving a majority of their revenues from the sale of oil and gas related products or whose credit requires a technical evaluation of oil and gas reserves or where the forecasting and analysis of oil and gas prices directly impacts credit quality. The Energy Industry can be divided into three segments: Upstream (Oil and gas exploration and production or E&P); Midstream (refining, gathering, processing); and Downstream (selling product to end users). Integrated oil companies are generally involved in all three segments. The other oil and gas companies are involved in the upstream segment and may also be involved in midstream and downstream segments. Energy lending at Sovereign Bank focuses its efforts on upstream and midstream E&P companies. Loans are secured by proven, producing oil and gas reserves.

•	Consumer and other loans: This category of loans includes all other forms of consumer debt, including automobiles, recreational vehicles, debt consolidation, household or personal use, education, taxes, and investments. A large majority of the loans in this category are relatively short-term loans secured by new and used automobiles, recreational vehicles, and bank certificates of deposit.

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1-6 - pass ratings: Risk ratings from 1-6 are all “Pass” ratings and represent the loans considered acceptable to the bank. The ratings range from 1 being the Highest Quality to 6 being Minimum Acceptable Quality (including a 6 - pass/watch rating). All ratings reflect loans with a good primary and secondary source of repayment and/or well collateralized. While the availability varies within the Pass categories, borrowers typically have access to alternative financial markets.

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7 - special mention: A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the bank’s credit position at some future date. Special Mention assets are not adversely classified and do not expose the bank to sufficient risk to warrant adverse classification.

•	8 - substandard: The loan is inadequately protected by the current worth and paying capacity of the obligor or of the collateral pledged, if any. There are well-defined weaknesses that jeopardize the repayment of the debt.

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9 - doubtful: The loan has the weaknesses of those in the classification of Substandard, one or more of which make collection or liquidation in full, on the basis of currently ascertainable facts, conditions and values, highly questionable or improbable. The possibility of loss is extremely high, but certain identifiable contingencies that are reasonably likely to materialize may work to the advantage and strengthening of the loan, such that it is reasonable to defer its classification as a loss until its more exact status may be determined. Contingencies that may call for deferral of loss classification include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on addition collateral and refinancing plans.

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10 - loss: Loans in this classification are considered uncollectible and of such little value that their continued classification as bankable assets is not warranted. This classification does not mean the loan has absolutely no recovery or salvage value, but that it is neither practical nor desirable to defer writing off this basically worthless loan even though partial recovery may be affected in the future.

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Note 5.	Federal Home Loan Bank Advances

Note 7.	Trust Preferred Subordinated Debentures

Note 8.	Income Taxes

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Note 1.	Summary of Significant Accounting Policies

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•	Pro-rata ownership in an entire financial asset.

•	From the date of the transfer, all cash flows received from the entire financial asset are divided proportionately among the participating interest holders in an amount equal to their share of ownership.

•	The rights of each participating interest holder have the same priority, and no participating interest holder’s interest is subordinated to the interest of another participating interest holder. That is, no participating interest holder is entitled to receive cash before any other participating interest holder under its contractual rights as a participating interest holder.

•	No party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to pledge or exchange the entire financial asset.

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Note 2.	Statements of Cash Flows

Note 3.	Restrictions on Cash and Due From Banks

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Note 4.	Securities

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Note 5.	Loans and Allowance for Loan Losses

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Real estate - construction: This category consists of loans secured by real estate under construction or land development, both commercial and residential. Construction and land development loans can carry additional risk of repayment from several different factors influencing the completion of the project on time and on budget. Other risks involved are market driven through real estate values and long-term financing options. As such, the Company takes additional steps to insure that sufficient equity is required, underwriting supports the project, and secondary sources of repayment are identified. This category also consists of loans secured by vacant land, which includes developed commercial land, undeveloped commercial land, rural land, single family residential lots, and lot development loans. These types of loans require larger down payments to help mitigate the risk.

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Real estate - residential: This category consists of loans secured by some form of both owner-occupied and non-owner occupied residential real estate. The category includes loans for 1-4 family home construction, home improvement, home equity lines of credit, closed-end financing for 1-4 family properties, and financing for multi-family residential properties. The overall credit risk in this segment of the loan portfolio is low given the nature of the collateral and the Company’s strict underwriting standards for this type of financing. The Company does not originate sub-prime mortgage loans. The higher risk area of this category is the non-owner occupied portion of these loans, which are often reliant on rental income as the primary source of repayment.

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Real estate - owner occupied: This category consists of loans secured by commercial buildings that are occupied by companies that are run by the borrower or guarantors on the loan. These loans are lower risk than the non owner occupied loans because the borrower or guarantor has a personal interest in the success of the tenant company. In addition, more in-depth financial information can be obtained to help management evaluate the business and its profitability.

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Real estate - commercial and farmland: This category consists of loans secured by income-producing commercial buildings such as shopping centers, office buildings, office warehouse buildings, hotels, and multi-family properties. These loans carry a higher risk than owner-occupied properties because the repayment is based on the successful operations of the tenants and may be subject to adverse conditions in the real estate market and/or general economy. A substantial majority of these loans have adequate secondary sources of repayment through financially strong guarantors that are well known to the Company.

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Commercial - financial and agricultural: This category consists of all business loans and leases secured by assets other than the business real estate. A substantial majority of these loans are secured by equipment, accounts receivable, and inventory. The primary risk involved with this category is that the loans and leases are typically secured by depreciable assets that may not provide an adequate source of repayment if the loan goes into default. However, the Company’s very conservative underwriting standards and credit culture help mitigate risk.

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Commercial - energy: Energy loans are credits extended to businesses deriving a majority of their revenues from the sale of oil and gas related products or whose credit requires a technical evaluation of oil and gas reserves or where the forecasting and analysis of oil and gas prices directly impacts credit quality. The Energy Industry can be divided into three segments: Upstream (Oil and gas exploration and production or E&P); Midstream (refining, gathering, processing); and Downstream (selling product to end users). Integrated oil companies are generally involved in all three segments. The other oil and gas companies are involved in the upstream segment and may also be involved in midstream and downstream segments. Energy lending at Sovereign Bank focuses its efforts on upstream and midstream E&P companies. Loans are secured by proven, producing oil and gas reserves.

•	Consumer and other loans: This category of loans includes all other forms of consumer debt, including automobiles, recreational vehicles, debt consolidation, household or personal use, education, taxes, and investments. A large majority of the loans in this category are relatively short-term loans secured by new and used automobiles, recreational vehicles, and bank certificates of deposit.

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1-6 - pass ratings: Risk ratings from 1-6 are all “Pass” ratings and represent the loans considered acceptable to the bank. The ratings range from 1 being the Highest Quality to 6 being Minimum Acceptable Quality (including a 6 - pass/watch rating). All ratings reflect loans with a good primary and secondary source of repayment and/or well collateralized. While the availability varies within the Pass categories, borrowers typically have access to alternative financial markets.

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7 - special mention: A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the bank’s credit position at some future date. Special Mention assets are not adversely classified and do not expose the bank to sufficient risk to warrant adverse classification.

•	8 - substandard: The loan is inadequately protected by the current worth and paying capacity of the obligor or of the collateral pledged, if any. There are well-defined weaknesses that jeopardize the repayment of the debt.

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9 - doubtful: The loan has the weaknesses of those in the classification of Substandard, one or more of which make collection or liquidation in full, on the basis of currently ascertainable facts, conditions and values, highly questionable or improbable. The possibility of loss is extremely high, but certain identifiable contingencies that are reasonably likely to materialize may work to the advantage and strengthening of the loan, such that it is reasonable to defer its classification as a loss until its more exact status may be determined. Contingencies that may call for deferral of loss classification include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on addition collateral and refinancing plans.

•	10 - loss: Loans in this classification are considered uncollectible and of such little value that their continued classification as bankable assets is not warranted. This classification does not mean the loan has absolutely no recovery or salvage value, but

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Note 6.	Premises and Equipment

Note 7.	Deposits

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Note 8.	Federal Home Loan Bank Advances

Note 9.	Trust Preferred Subordinated Debentures

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Note 10.	Income Taxes

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Note 11.	Commitments and Contingencies

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(1)	The number obtained by dividing the Determination Date Stock Price by the Starting Price (each as defined below) (the “Stock Ratio”) shall be less than 0.80; and

(2)	(x) the Stock Ratio shall be less than (y) the number obtained by dividing the Final Index Price by the Starting Index (each as defined below) and subtracting 0.20 from the quotient in this clause (2)(y);

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(i)	analyzed certain publicly available financial statements and reports regarding the Company;

(ii)	analyzed certain audited and unaudited internal financial statements and other financial and operating data (including financial projections) concerning the Company and the Target prepared by and based on assumptions provided by the management teams of the Company and the Target;

(iii)	analyzed, on a pro forma basis in reliance upon financial projections and other information and assumptions provided by the management teams of the Company and the Target, the effect of the Transaction on the balance sheet, earnings, tangible book value per share and earnings per share of the Company;

(iv)	compared the financial performance of the Company and the Target with that of certain publicly-traded companies that we deemed relevant to our analysis of the Transaction, and their securities;

(v)	reviewed the financial terms, to the extent publicly available, of certain merger or acquisition transactions that we deemed relevant to our analysis of the Transaction;

(vi)	reviewed the most recent draft of the Agreement and related documents provided to us by the Company;

(vii)	discussed with management of the Company and the Target the operations of and future business prospects for the Company and the Target and the anticipated cost savings and financial consequences of the Transaction to the Company; and

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(viii)	performed such other analyses and provided such other services as we have deemed appropriate.

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(a)	This subchapter does not apply to a fundamental business transaction of a domestic entity if, immediately before the effective date of the fundamental business transaction, all of the ownership interests of the entity otherwise entitled to rights to dissent and appraisal under this code are held by one owner or only by the owners who approved the fundamental business transaction.

(b)	This subchapter applies only to a “domestic entity subject to dissenters’ rights,” as defined in Section 1.002. That term includes a domestic for-profit corporation, professional corporation, professional association, and real estate investment trust. Except as provided in Subsection (c), that term does not include a partnership or limited liability company.

(c)	The govern``ing documents of a partnership or a limited liability company may provide that its owners are entitled to the rights of dissent and appraisal provided by this subchapter, subject to any modification to those rights as provided by the entity’s governing documents.

(1)	“Dissenting owner” means an owner of an ownership interest in a domestic entity subject to dissenters’ rights who:

(C)	with respect to an interest exchange, the organization the ownership interests of which are being acquired in the interest exchange; and

(D)	with respect to the sale of all or substantially all of the assets of an organization, the organization the assets of which are to be transferred by sale or in another manner.

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(A)	a plan of merger to which the domestic entity is a party if owner approval is required by this code and the owner owns in the domestic entity an ownership interest that was entitled to vote on the plan of merger;

(B)	a sale of all or substantially all of the assets of the domestic entity if owner approval is required by this code and the owner owns in the domestic entity an ownership interest that was entitled to vote on the sale;

(C)	a plan of exchange in which the ownership interest of the owner is to be acquired;

(D)	a plan of conversion in which the domestic entity is the converting entity if owner approval is required by this code and the owner owns in the domestic entity an ownership interest that was entitled to vote on the plan of conversion;

(F)	a merger effected under Section 21.459(c) in which the shares of the shareholders are converted or exchanged; and

(2)	subject to compliance with the procedures set forth in this subchapter, obtain the fair value of that ownership interest through an appraisal.

(b)	Notwithstanding Subsection (a), subject to Subsection (c), an owner may not dissent from a plan of merger or conversion in which there is a single surviving or new domestic entity or non-code organization, or from a plan of exchange, if:

(1)	the ownership interest, or a depository receipt in respect of the ownership interest, held by the owner is part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are, on the record date set for purposes of determining which owners are entitled to vote on the plan of merger, conversion, or exchange, as appropriate:

(2)

the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owner’s ownership interest any consideration that is different from the consideration to be provided to any other holder of an ownership interest of the same class or series as the ownership interest held by the owner, other than cash instead of fractional shares or interests the owner would otherwise be entitled to receive; and

(3)	the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owner’s ownership interest any consideration other than:

(A)	ownership interests, or depository receipts in respect of ownership interests, of a domestic entity or non-code organization of the same general organizational type that, immediately after the effective date of the merger, conversion, or exchange, as appropriate, will be part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are:

(C)	any combination of the ownership interests and cash described by Paragraphs (A) and (B).

(c)	Subsection (b) shall not apply either to a domestic entity that is a subsidiary with respect to a merger under Section 10.006 or to a corporation with respect to a merger under Section 21.459(c).

(2)	approval of the action or proposed action is obtained by written consent of the owners instead of being submitted to a vote of the owners.

(b)	If a parent organization effects a merger under Section 10.006 and a subsidiary organization that is a party to the merger is a domestic entity subject to dissenters’ rights, the responsible organization shall notify the owners of that subsidiary organization who have a right to dissent to the merger under Section 10.354 of their rights under this subchapter not

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(b-1)

If a corporation effects a merger under Section 21.459(c), the responsible organization shall notify the shareholders of that corporation who have a right to dissent to the plan of merger under Section 10.354 of their rights under this subchapter not later than the 10th day after the effective date of the merger. Notice required under this subsection that is given to shareholders before the effective date of the merger may, but is not required to, contain a statement of the merger’s effective date. If the notice is not given to the shareholders until on or after the effective date of the merger, the notice must contain a statement of the merger’s effective date.

(2)	advise the owner of the location of the responsible organization’s principal executive offices to which a notice required under Section 10.356(b)(1) or a demand under Section 10.356(b)(3), or both, may be provided.

(B)	each owner who is entitled to vote on the action and does not consent in writing to the action before the 11th day after the date the action takes effect; and

(A)	if given before the consummation of the tender or exchange offer described by Section 21.459(c)(2), to each shareholder to whom that offer is made; or

(B)	if given after the consummation of the tender or exchange offer described by Section 21.459(c)(2), to each shareholder who did not tender the shareholder’s shares in that offer.

(e)	Not later than the 10th day after the date an action described by Subsection (a)(1) takes effect, the responsible organization shall give notice that the action has been effected to each owner who voted against the action and sent notice under Section 10.356(b)(1).

(f)

If the notice given under Subsection (b-1) did not include a statement of the effective date of the merger, the responsible organization shall, not later than the 10th day after the effective date, give a second notice to the shareholders notifying them of the merger’s effective date. If the second notice is given after the later of the date on which the tender or exchange offer described by Section 21.459(c)(2) is consummated or the 20th day after the date notice under Subsection (b-1) is given, then the second notice is required to be given to only those shareholders who have made a demand under Section 10.356(b)(3).

(1)	if the proposed action is to be submitted to a vote of the owners at a meeting, must give to the domestic entity a written notice of objection to the action that:

(A)	must vote against the action if the owner is entitled to vote on the action and the action is approved at a meeting of the owners; and

(B)	demands payment of the fair value of the ownership interests for which the rights of dissent and appraisal are sought;

(C)	provides to the responsible organization an address to which a notice relating to the dissent and appraisal procedures under this subchapter may be sent;

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(D)	states the number and class of the ownership interests of the domestic entity owned by the owner and the fair value of the ownership interests as estimated by the owner; and

(c)	An owner who does not make a demand within the period required by Subsection (b)(3)(E) or, if Subsection (b)(1) is applicable, does not give the notice of objection before the meeting of the owners is bound by the action and is not entitled to exercise the rights of dissent and appraisal under Section 10.354.

(d)

Not later than the 20th day after the date an owner makes a demand under Subsection (b)(3), the owner must submit to the responsible organization any certificates representing the ownership interest to which the demand relates for purposes of making a notation on the certificates that a demand for the payment of the fair value of an ownership interest has been made under this section. An owner’s failure to submit the certificates within the required period has the effect of terminating, at the option of the responsible organization, the owner’s rights to dissent and appraisal under Section 10.354 unless a court, for good cause shown, directs otherwise.

(e)

If a domestic entity and responsible organization satisfy the requirements of this subchapter relating to the rights of owners of ownership interests in the entity to dissent to an action and seek appraisal of those ownership interests, an owner of an ownership interest who fails to perfect that owner’s right of dissent in accordance with this subchapter may not bring suit to recover the value of the ownership interest or money damages relating to the action.

(b)	Unless the responsible organization consents to the withdrawal of the demand, an owner may not withdraw a demand for payment under Subsection (a) after either of the events specified in Subsections (a)(1) and (2).

(1)	accepting the amount claimed in the demand as the fair value of the ownership interests specified in the notice; or

(b)	If the responsible organization accepts the amount claimed in the demand, the responsible organization shall pay the amount not later than the 90th day after the date the action that is the subject of the demand was effected if the owner delivers to the responsible organization:

(c)	If the responsible organization rejects the amount claimed in the demand, the responsible organization shall provide to the owner:

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(d)	If the dissenting owner decides to accept the offer made by the responsible organization under Subsection (c)(2), the owner must provide to the responsible organization notice of the acceptance of the offer not later than the 90th day after the date the action that is the subject of the demand took effect.

(e)

If, not later than the 90th day after the date the action that is the subject of the demand took effect, a dissenting owner accepts an offer made by a responsible organization under Subsection (c)(2) or a dissenting owner and a responsible organization reach an agreement on the fair value of the ownership interests, the responsible organization shall pay the agreed amount not later than the 120th day after the date the action that is the subject of the demand took effect, if the dissenting owner delivers to the responsible organization:

(b)	If an ownership interest that is the subject of a demand for payment made under Section 10.356 is transferred, a new certificate representing that ownership interest must contain:

(2)	the county in which the organization’s registered office is located in this state, if the organization does not have a business office in this state.

(b)	A petition described by Subsection (a) must be filed not later than the 60th day after the expiration of the period required by Section 10.358(d).

(c)

On the filing of a petition by an owner under Subsection (a), service of a copy of the petition shall be made to the responsible organization. Not later than the 10th day after the date a responsible organization receives service under this subsection, the responsible organization shall file with the clerk of the court in which the petition was filed a list containing the names and addresses of each owner of the organization who has demanded payment for ownership interests under Section 10.356 and with whom agreement as to the value of the ownership interests has not been reached with the responsible organization. If the responsible organization files a petition under Subsection (a), the petition must be accompanied by this list.

(d)	The clerk of the court in which a petition is filed under this section shall provide by registered mail notice of the time and place set for the hearing to:

(B)	become subsequently entitled to receive payment for the fair value of their ownership interests; and

(2)	appoint one or more qualified appraisers to determine the fair value of the ownership interests of the owners described by Subdivision (1).

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(f)	The court shall approve the form of a notice required to be provided under this section. The judgment of the court is final and binding on the responsible organization, any other organization obligated to make payment under this subchapter for an ownership interest, and each owner who is notified as required by this section.

(g)

The beneficial owner of an ownership interest subject to dissenters’ rights held in a voting trust or by a nominee on the beneficial owner’s behalf may file a petition described by Subsection (a) if no agreement between the dissenting owner of the ownership interest and the responsible organization has been reached within the period prescribed by Section 10.358(d). When the beneficial owner files a petition described by Subsection (a):

(1)	the beneficial owner shall at that time be considered, for purposes of this subchapter, the owner, the dissenting owner, and the holder of the ownership interest subject to the petition; and

(2)	the dissenting owner who demanded payment under Section 10.356 has no further rights regarding the ownership interest subject to the petition.

(b)

In computing the fair value of an ownership interest under this subchapter, consideration must be given to the value of the domestic entity as a going concern without including in the computation of value any control premium, any minority ownership discount, or any discount for lack of marketability. If the domestic entity has different classes or series of ownership interests, the relative rights and preferences of and limitations placed on the class or series of ownership interests, other than relative voting rights, held by the dissenting owner must be taken into account in the computation of value.

(c)	The determination of the fair value of an ownership interest made for purposes of this subchapter may not be used for purposes of making a determination of the fair value of that ownership interest for another purpose or of the fair value of another ownership interest, including for purposes of determining any minority or liquidity discount that might apply to a sale of an ownership interest.

(c)	The appraiser is entitled to examine the books and records of a responsible organization and may conduct investigations as the appraiser considers appropriate. A dissenting owner or responsible organization may submit to an appraiser evidence or other information relevant to the determination of the fair value of the ownership interest required by Subsection (b)(1).

(d)	The clerk of the court appointing the appraiser shall provide notice of the filing of the report under Subsection (b) to each dissenting owner named in the list filed under Section 10.361 and the responsible organization.

(b)	If an objection to a report is raised under Subsection (a), the court shall hold a hearing to determine the fair value of the ownership interest that is the subject of the report. After the hearing, the court shall require the responsible organization to pay to the holders of the ownership interest the amount of the determined value with interest, accruing

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(c)	Interest under Subsection (b) accrues at the same rate as is provided for the accrual of prejudgment interest in civil cases.

(2)	pay the amount of the judgment to a holder of a certificated ownership interest immediately after the certificate holder surrenders to the responsible organization an endorsed certificate representing the ownership interest.

(b)	All court costs shall be allocated between the responsible organization and the dissenting owners in the manner that the court determines to be fair and equitable.

(1)	in the case of a merger, conversion, or interest exchange, shall be held or disposed of as provided in the plan of merger, conversion, or interest exchange; and

(2)	in any other case, may be held or disposed of by the responsible organization in the same manner as other ownership interests acquired by the organization or held in its treasury.

(b)	An owner who has demanded payment for the owner’s ownership interest under Section 10.356 is not entitled to vote or exercise any other rights of an owner with respect to the ownership interest except the right to:

(1)	receive payment for the ownership interest under this subchapter; and

(2)	bring an appropriate action to obtain relief on the ground that the action to which the demand relates would be or was fraudulent.

(c)	An ownership interest for which payment has been demanded under Section 10.356 may not be considered outstanding for purposes of any subsequent vote or action.

(1)	the owner withdraws the demand under Section 10.356;

(2)	the owner’s right of dissent is terminated under Section 10.356;

(3)	a petition is not filed within the period required by Section 10.361; or

(4)	after a hearing held under Section 10.361, the court adjudges that the owner is not entitled to elect to dissent from an action under this subchapter.

(1)	the dissenting owner and all persons claiming a right under the owner are conclusively presumed to have approved and ratified the action to which the owner dissented and are bound by that action;

(2)	the owner’s right to be paid the fair value of the owner’s ownership interests ceases;

(3)	the owner’s status as an owner of those ownership interests is restored, as if the owner’s demand for payment of the fair value of the ownership interests had not been made under Section 10.356, if the owner’s ownership interests were not canceled, converted, or exchanged as a result of the action or a subsequent action;

(4)

the dissenting owner is entitled to receive the same cash, property, rights, and other consideration received by owners of the same class and series of ownership interests held by the owner, as if the owner’s demand for payment of the fair value of the ownership interests had not been made under Section 10.356, if the owner’s ownership interests were canceled, converted, or exchanged as a result of the action or a subsequent action;

(5)	any action of the domestic entity taken after the date of the demand for payment by the owner under Section 10.356 will not be considered ineffective or invalid because of the restoration of the owner’s ownership interests or the other rights or entitlements of the owner under this subsection; and

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(6)

the dissenting owner is entitled to receive dividends or other distributions made after the date of the owner’s payment demand under Section 10.356, to owners of the same class and series of ownership interests held by the owner as if the demand had not been made, subject to any change in or adjustment to the ownership interests because of an action taken by the domestic entity after the date of the demand.

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Item 20.	Indemnification of Directors and Officers of Veritex.

Item 21.	Exhibits and Financial Statement Schedules.

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Item 22.	Undertakings.

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