Bank Tax Allocation Agreement

This tax-granting agreement (“convention”) takes place on the effective date, as defined below, from and between Lehman Brothers Holdings Inc., a Delaware company (“LBHI”), and Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank), an industrial bank in Utah and an indirect subsidiary of LBHI (“Woodlands”) and its operating subsidiaries, if there is (the “bank”) (above referred to as “parties” or “parties” in the banking sector). This agreement was signed and concluded on April 1, 2013 by and between Allegiance Bancshares, Inc., a Texas limited company and registered sole holding company (`mother`) and Der Allegiance Bank Texas, a Texas commercial banking company (`the bank`). Tax allocation agreements generally cover frequent issues, z.B.: An Intercompany tax allocation agreement is a contractual agreement for calculating income tax (current and deferred), payment of income tax and refunds to an institution that has a tax loss. A holding company and its subsidiary (s) are invited to enter into a comprehensive and written tax allowance agreement, adapted to its particular circumstances. The agreement should be approved by the relevant boards of directors and regularly reviewed and updated by legal advisors. The [holding company] is a representative of [IDI and its subsidiaries] (the institution) for all matters relating to consolidated declarations and claims, and nothing in this agreement should be interpreted to alter or alter this agency relationship. When the [holding company] receives a tax refund from a tax authority, these funds are collected as agents of the institution. Any tax refund due to the income, taxes and losses paid by the institution is the property of the institution and is held in trust by the [holding company] for the benefit of the institution. The [holding company] immediately transfers the trust-related funds to the institution. Nothing in this agreement should or should be interpreted in such a way that the [holding company] is entitled to a share of ownership of a tax refund due to the income, taxes paid and losses of the institution. In 1998, the FDIC, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Office of Thrift Supervision issued guidelines on the allocation of income tax in a holding structure. The guide states, among other things, that a tax allocation agreement should be developed to make it clear that the holding company receiving a tax refund acts on behalf of its members as representatives of the group.

The agreement should not label refunds attributable to a subsidiary institution that receives the parent company of the tax administration as the property of the parent company.

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