Exhibit 2.1

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AGREEMENT AND PLAN OF MERGER

by and between

TEXAS COMMUNITY BANCSHARES, INC.,

and

THE BANC OF SAN JACINTO COUNTY BANCSHARES, INC.

Dated as of October 29, 2026

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TABLE OF CONTENTS

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Exhibit A – Bank Merger Agreement

Exhibit B – Form of SJCB Voting Agreement

Exhibit C – Form of Manthey Employment Agreement

Exhibit D – Form of Deposit Retention Agreement

Exhibit E – Form of SJCB Restrictive Covenant Agreement

Exhibit F – Form of Claims Letter

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”) is dated as of October 29, 2026, by and between Texas Community Bancshares, Inc., a Texas corporation and bank holding company registered under the Bank Holding Company act of 1956, as amended (“TCBS”), and The Banc of San Jacinto County Bancshares, Inc., a Texas corporation and bank holding company registered under the Bank Holding Company act of 1956, as amended (“SJCB” and, together with TCBS, the “Parties” and each a “Party”).

W I T N E S S E T H

WHEREAS, the boards of directors of the Parties have determined it to be in the best interests of their respective companies and their respective shareholders to consummate the business combination transaction provided for in this Agreement in which SJCB will, on the terms and subject to the conditions set forth in this Agreement, merge with and into TCBS (the “Merger”), with TCBS as the surviving company in the Merger (sometimes referred to in such capacity as the “Surviving Entity”);

WHEREAS, as a condition to the willingness of TCBS to enter into this Agreement, each director and executive officer of SJCB who owns shares of SJCB Stock and certain other SJCB shareholders have entered into a voting agreement (each a “SJCB Voting Agreement” and collectively, the “SJCB Voting Agreements”), substantially in the form attached hereto as Exhibit B, dated as of the date hereof, with TCBS, pursuant to which each such director and executive officer has agreed, among other things, to vote the SJCB Stock owned by such director and executive officer in favor of the approval of this Agreement and the transactions contemplated hereby, subject to the terms of the SJCB Voting Agreements;

WHEREAS, as a condition to the willingness of TCBS to enter into this Agreement, the President, Treasurer and Secretary of SJCB, Ms. Cindy Manthey, has entered into an employment agreement (the “Manthey Employment Agreement”), substantially in the form attached hereto as Exhibit C, dated as of the date hereof and effective upon the Effective Time, with TCBS, pursuant to which (a) TCBS has agreed to employ Ms. Manthey and, in turn (b) Ms. Manthey has agreed, among other things, to remain employed by the Surviving Bank (defined below) and to certain non-competition and non-solicitation obligations following cessation of such employment;

WHEREAS, as a condition to the willingness of TCBS to enter into this Agreement, Denny Clark and his affiliates who hold deposits at Target Bank are entering into a Deposit Retention Agreement in the form attached hereto as Exhibit D (the “Deposit Retention Agreement”), pursuant to which, among other things, such depositors agree to take all actions necessary to retain existing deposit relationships at Target Bank (defined below) and, following the Merger, at Broadstreet (defined below) for a period of twelve (12) months following the Effective Time;

WHEREAS, the Parties desire to make certain representations, warranties and agreements in connection with the Merger and the Bank Merger (as defined below) (collectively, the “Mergers”) and also to prescribe certain conditions to the Mergers.

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NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I

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THE MERGERS

Section 1.01The Merger.  Subject to the terms and conditions of this Agreement, in accordance with the Texas Business Organizations Code (the “TBOC”), at the Effective Time, SJCB shall merge with and into TCBS pursuant to the terms of this Agreement.  TCBS shall be the Surviving Entity in the Merger and shall continue its existence as a corporation under the laws of the State of Texas.  As of the Effective Time, the separate corporate existence of SJCB shall cease.

Section 1.02Certificate of Formation and Bylaws.  At the Effective Time, the certificate of formation of TCBS in effect immediately prior to the Effective Time shall be the certificate of formation of the Surviving Entity until thereafter amended in accordance with applicable Law. The bylaws of TCBS in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Entity until thereafter amended in accordance with applicable Law and the terms of such bylaws.

Section 1.03Directors and Officers.  The directors of TCBS in office immediately prior to the Effective Time shall serve as the directors of the Surviving Entity, from and after the Effective Time, in accordance with the bylaws of the Surviving Entity.  The officers of TCBS in office immediately prior to the Effective Time shall serve as the officers of the Surviving Entity, from and after the Effective Time, in accordance with the bylaws of the Surviving Entity.

Section 1.04Bank Merger.  Except as provided below, immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, The Bank of San Jacinto County, Coldspring, Texas, a Texas non-member bank and a direct wholly-owned subsidiary of SJCB (“Target Bank”), shall be merged (the “Bank Merger”) with and into Broadstreet Bank, SSB, a Texas state savings bank and a direct wholly-owned subsidiary of TCBS (“Broadstreet”), in accordance with the provisions of applicable federal and state banking laws and regulations, and Broadstreet shall be the surviving bank (the “Surviving Bank”).  The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and TCBS and SJCB, as the sole shareholders of Broadstreet and the Target Bank, respectively, have approved a separate merger agreement (the “Bank Plan of Merger”) in substantially the form attached hereto as Exhibit A, and have caused the Bank Plan of Merger to be executed and delivered by Broadstreet and Target Bank simultaneously with the execution and delivery of this Agreement.  As provided in the Bank Plan of Merger, the Bank Merger may be abandoned at the election of Broadstreet at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned for any reason, the Target Bank shall continue to operate under its name; provided, prior to any such election, TCBS shall (a) reasonably consult with SJCB and its regulatory counsel and (b) reasonably determine in good faith that such election will not, and would not reasonably be expected to, prevent, delay or

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impair any Party’s ability to consummate the Merger or the other transactions contemplated by this Agreement.

Section 1.05Effective Time; Closing.

(a)Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Mergers by applicable Laws.  The Merger shall become effective as set forth in the certificate of merger (the “Certificate of Merger”) related to the Merger, which shall include a statement containing the information set forth in TBOC 10.151(b)(1), that shall be filed with the Secretary of the State of Texas, as provided in TBOC, on the Closing Date.  The “Effective Time” of the Merger shall be the later of (i) the date and time of filing of the Certificate of Merger, or (ii) the date and time when the Merger becomes effective as set forth in the Certificate of Merger, which shall be within thirty (30) days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable law) in accordance with the terms hereof, or at such other time and date as may be mutually agreed in writing by the Parties.

(b)The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the Business Day prior to the Effective Time (such date, the “Closing Date”) by electronic means or such other place as the Parties may mutually agree.  At Closing, there shall be delivered to the Parties the Certificate of Merger and such other certificates and other documents required to be delivered under Article VI.

Section 1.06Additional Actions.  If, at any time after the Effective Time, any Party shall consider or be advised that any further deeds, documents, assignments or assurances in Law or any other acts are reasonably necessary to carry out the purposes of this Agreement (such Party, the “Requesting Party”), the other Party and its Subsidiaries and their respective officers and directors shall be deemed to have granted to the Requesting Party and its Subsidiaries, and each or any of them, a limited irrevocable power of attorney to execute and deliver, in such official corporate capacities, all such deeds, assignments or assurances in Law or any other acts as are reasonably necessary to carry out the purposes of this Agreement, and the officers and directors of the Requesting Party and its Subsidiaries, as applicable, are authorized in the name of the other Party and its Subsidiaries or otherwise to take any and all such action.

Section 1.07Reservation of Right to Revise Structure.  TCBS may at any time, with the consent of SJCB (not to be unreasonably withheld, conditioned or delayed), change the method of effecting the business combination contemplated by this Agreement if and to the extent that it

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reasonably deems such a change to be necessary.  In the event TCBS elects to make such a change, the Parties agree to cooperate to execute appropriate documents to reflect the change.

Article II

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MERGER CONSIDERATION; EXCHANGE PROCEDURES

Section 2.01Merger Consideration.

(a)At the Effective Time, all of the shares of SJCB Stock issued and outstanding, including all options, warrants and other rights convertible into capital stock, immediately prior to the Effective Time, shall by virtue of the Merger and without any action on the part of the holders thereof, be cancelled and converted into and represent the right to receive in aggregate an amount of cash equal to $9,500,000 (the “Aggregate Merger Consideration”), subject to any reduction set forth in Section 5.01(b).

(b)Each share of SJCB Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the merger and without any action on the part of the holder thereof, be cancelled and converted into and represent the right to receive an amount of cash equal to the quotient of (i) the Aggregate Merger Consideration divided by (ii) the total number of shares of SJCB Stock issued and outstanding immediately prior the Effective Time (the “Per Share Merger Consideration”).  The Per Share Merger Consideration shall be payable to the holder thereof, without interest thereon and less any withholding Taxes.

Section 2.02Dissenting Shares.  Each share of SJCB Stock issued and outstanding immediately before the Effective Time, the holder of which has not voted in favor of nor consented in writing to the approval of the Merger and who has properly perfected his dissenter’s rights of appraisal by following the exact procedure required by Section 10.356 of the TBOC is referred to herein as a “Dissenting Share.”  Notwithstanding any provision of this Agreement to the contrary, each Dissenting Share shall not be converted into or represent the right to receive the Per Share Merger Consideration pursuant to this Article II and shall be entitled only to such rights as are available to such holder pursuant to the applicable provisions of the TBOC.  Each holder of Dissenting Shares shall be entitled to receive the value of such Dissenting Shares held by him in accordance with the applicable provisions of the TBOC; provided, such holder shall comply with the procedures contemplated by and set forth in the applicable provisions of the TBOC.  If any holder of any Dissenting Shares shall effectively withdraw or lose his dissenter’s rights under the applicable provisions of the TBOC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Per Share Merger Consideration without any interest thereon in accordance with the provisions of this Article II.

Section 2.03Procedures.

(a)On the day before the Closing Date, TCBS shall deposit with the Paying Agent, for exchange in accordance with this Section 2.03, cash in an aggregate amount equal to the Aggregate Merger Consideration.  At least twenty (20) days before the Closing Date, SJCB shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which represent shares of SJCB Stock (the “Certificates”) appropriate transmittal materials and instructions (which shall

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specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon proper delivery of such Certificates to the Paying Agent).  The Certificates of SJCB Stock so delivered shall be duly endorsed as the Paying Agent may require.  In the event of a transfer of ownership of shares of SJCB Stock represented by Certificates that is not registered in the transfer records of SJCB, the consideration provided in Section 2.01 may be issued to a transferee if the Certificates representing such shares are delivered to the Paying Agent, accompanied by all documents required to evidence such transfer and by evidence satisfactory to the Paying Agent that any applicable stock transfer taxes have been paid.  If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, stolen, mislaid or destroyed, (ii) such bond, security or indemnity as SJCB and the Paying Agent may reasonably require, and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Paying Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted.  The Paying Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate.  TCBS shall pay all charges and expenses, including those of the Paying Agent, in connection with the distribution of the consideration provided in this Article II.

(b)After the Effective Time, each holder of shares of SJCB Stock (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall surrender the Certificate or Certificates representing such shares to the Paying Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 2.01, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 2.04.  TCBS shall not be obligated to deliver the Per Share Merger Consideration to which any former holder of SJCB Stock is entitled as a result of the Merger until such holder surrenders such holder’s Certificate or Certificates (or the documents required by Section 2.03(a) for a lost, stolen, mislaid or destroyed Certificate) for exchange as provided in this Section 2.03(a).

(c)TCBS, the Paying Agent and any other applicable withholding agent shall each be entitled to deduct and withhold from any payment pursuant to this Agreement such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of applicable Law.  To the extent any such amounts are so withheld, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

(d)Any other provision of this Agreement notwithstanding, neither TCBS nor the Paying Agent shall be liable to a holder of SJCB Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law.  Adoption of this Agreement by the shareholders of SJCB shall constitute ratification of the appointment of the Paying Agent.

Section 2.04Rights of Former Company Shareholders.  At the Effective Time, the stock transfer books of SJCB shall be closed as to holders of SJCB Stock immediately prior to the Effective Time and no transfer of SJCB Stock by any such holder shall thereafter be made or recognized.  Until surrendered for exchange in accordance with the provisions of Section 2.03, each Certificate theretofore representing shares of SJCB Stock (other than Dissenting Shares) shall

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from and after the Effective Time represent for all purposes only the right to receive the Per Share Merger Consideration provided in Article II in exchange therefor, subject to the Surviving Entity’s obligation to pay any dividends or make any other distributions with a record date before the Effective Time, which have been declared or made by SJCB in respect of such shares of SJCB Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time.

Article III

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REPRESENTATIONS AND WARRANTIES OF SJCB

Except as set forth in the disclosure schedule delivered by SJCB to TCBS prior to or concurrently with the execution of this Agreement with respect to each such Section below (the “SJCB Disclosure Schedule”); provided, (a) the mere inclusion of an item in the SJCB Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by SJCB that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on SJCB and (b) any disclosures made with respect to a section of Article III shall be deemed to qualify (1) any other section of Article III specifically referenced or cross-referenced and (2) other sections of Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, SJCB hereby represents and warrants to TCBS as follows:

Section 3.01Organization and Standing.  Each of SJCB and its Subsidiaries is (a) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and (b) is duly licensed or qualified to do business and in good standing in each jurisdiction where its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified has not had, and is not reasonably likely to have, a Material Adverse Effect with respect to SJCB.  A complete and accurate list of all such jurisdictions described in (a) and (b) is set forth in SJCB Disclosure Schedule Section 3.01.

Section 3.02Capital Stock.

(a)The authorized capital stock of SJCB consists of 20,000,000 shares, 10,000,000 of which are common stock, no par value (“SJCB Common Stock”) and 10,000,000 of which are preferred stock, no par value (“SJCB Preferred Stock”).  As of the date hereof, (a) 83,913 shares of SJCB Common Stock have been issued, 68,933 of which are outstanding and 14,980 of which are held as treasury stock, (b) no shares of SJCB Preferred Stock issued and outstanding, and (c) no restricted stock or outstanding options or warrants to purchase SJCB Stock.  There are no shares of SJCB Common Stock held by any of SJCB’s Subsidiaries.  SJCB Disclosure Schedule Section 3.02(a) sets forth, as of the date hereof, the name and address, as reflected on the books and records of SJCB, of each Holder, and the number of shares of SJCB Stock held by each such Holder.  The issued and outstanding shares of SJCB Stock are duly authorized, validly issued, fully paid, non-assessable and have not been issued in violation of nor are they subject to preemptive rights of any SJCB shareholder.  All shares of SJCB capital stock issued and outstanding have been issued in compliance with and not in violation of any applicable federal or state securities Laws.

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(b)Except as set forth on SJCB Disclosure Schedule Section 3.02(b), there are no outstanding shares of capital stock of any class, or any options, warrants or other similar rights, convertible or exchangeable securities, “phantom stock” rights, stock appreciation rights, stock based performance units, agreements, arrangements, commitments or understandings or other outstanding Rights to which SJCB or any of its Subsidiaries is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities of SJCB or any of SJCB’s Subsidiaries or obligating SJCB or any of SJCB’s Subsidiaries to issue (whether upon conversion, exchange or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, SJCB or any of SJCB’s Subsidiaries.  There are no obligations, contingent or otherwise, of SJCB or any of SJCB’s Subsidiaries to repurchase, redeem or otherwise acquire any shares of SJCB Common Stock or capital stock of any of SJCB’s Subsidiaries or any other securities of SJCB or any of SJCB’s Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity.  Except for the SJCB Voting Agreements, there are no agreements, arrangements or other understandings with respect to the voting of SJCB’s capital stock and there are no agreements or arrangements under which SJCB is obligated to register the sale of any of its securities under the Securities Act.

(c)SJCB Disclosure Schedule Section 3.02(c) sets forth a list of all repurchases by SJCB of SJCB Stock since January 1, 2023, including the date of such repurchase, the number, class, and series of the shares repurchased, and the price at which SJCB executed such repurchase.  All such repurchases were conducted by SJCB in material compliance with applicable Laws.  To the knowledge of SJCB, all Affiliates of SJCB have, since January 1, 2023, conducted purchases and sales of SJCB Stock in material compliance with applicable Laws.

(d)SJCB is not a party to any agreement that provides holders of SJCB Stock with rights as holders of SJCB Stock that are in addition to those provided by SJCB’s certificate of formation, SJCB’s bylaws, or by applicable Law.

Section 3.03Subsidiaries.

(a)SJCB Disclosure Schedule Section 3.03(a) sets forth a complete and accurate list of all Subsidiaries of SJCB, including the jurisdiction of organization and all jurisdictions in which any such entity is qualified to do business and the number of shares or other equity interests in such Subsidiary held by SJCB.  Except as set forth in SJCB Disclosure Schedule Section 3.03(a), (i) SJCB owns, directly or indirectly, all of the issued and outstanding equity securities of each SJCB Subsidiary, (ii) no equity securities of any of SJCB’s Subsidiaries are or may become required to be issued (other than to SJCB) by reason of any contractual right or otherwise, (iii) there are no contracts, commitments, understandings or arrangements by which any of such Subsidiaries is or may be bound to sell or otherwise transfer any of its equity securities (other than to SJCB or a wholly-owned Subsidiary of SJCB), (iv) there are no contracts, commitments, understandings or arrangements relating to SJCB’s rights to vote or to dispose of such securities, (v) all of the equity securities of each such Subsidiary held by SJCB, directly or indirectly, are validly issued, fully paid, non-assessable and are not subject to preemptive or similar rights, and (vi) all of the equity securities of each Subsidiary that is owned, directly or indirectly, by SJCB or any Subsidiary thereof, are free and clear of all Liens, other than restrictions on transfer under applicable securities

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Laws. Neither SJCB nor any of its Subsidiaries has any trust preferred securities or other similar securities outstanding.

(b)Neither SJCB nor any of SJCB’s Subsidiaries owns any stock or equity interest in any depository institution (as defined in 12 U.S.C. Section 1813(c)(1)) other than Target Bank.  Except as set forth in SJCB Disclosure Schedule Section 3.03(b), neither SJCB nor any of SJCB’s Subsidiaries beneficially owns, directly or indirectly (other than in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted), any equity securities or similar interests of any Person, or any interest in a partnership or joint venture of any kind.

Section 3.04Corporate Power; Minute Books.

(a)SJCB and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and SJCB has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities, the Regulatory Approvals and the Requisite SJCB Shareholder Approval.

(b)SJCB has made available to TCBS a complete and correct copy of its certificate of formation and bylaws or equivalent organizational documents, each as amended to date, of SJCB and each of its Subsidiaries, the minute books of SJCB and each of its Subsidiaries, and the stock ledgers and stock transfer books of SJCB and each of its Subsidiaries.  Neither SJCB nor any of its Subsidiaries is in violation of any of the terms of its certificate of formation, bylaws or equivalent organizational documents.  The minute books of SJCB and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing bodies, which records are complete and accurate in all material respects.  The stock ledgers and the stock transfer books of SJCB and each of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of SJCB and each of its Subsidiaries.

Section 3.05Corporate Authority.  Subject only to the receipt of the Requisite SJCB Shareholder Approval at the SJCB Meeting, this Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of SJCB and the board of directors of SJCB on or prior to the date hereof.  The board of directors of SJCB has directed that this Agreement be submitted to SJCB’s shareholders for approval at a meeting of the shareholders and, except for the receipt of the Requisite SJCB Shareholder Approval in accordance with the TBOC and SJCB’s certificate of formation and bylaws, no other vote or action of the shareholders of SJCB is required by Law, the certificate of formation or bylaws of SJCB or otherwise to approve this Agreement and the transactions contemplated hereby.  SJCB has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by TCBS, this Agreement is a valid and legally binding obligation of SJCB, enforceable in accordance with its terms (except to the extent that validity and enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws affecting the enforcement of

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creditors’ rights generally or by general principles of equity or by principles of public policy (the “Enforceability Exception”)).

Section 3.06Regulatory Approvals; No Defaults.  No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by SJCB or any of its Subsidiaries in connection with the execution, delivery or performance by SJCB of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from the SEC, FINRA, state securities authorities, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC, applicable state banking agencies, including the Texas Department of Banking (the “TDB”), and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), and (iii) the filing of the Certificate of Merger contemplated by Section 1.05(a) and the filing of documents with the FRB, the FDIC, the TDB, applicable Governmental Authorities, and the Secretary of the State of Texas to cause the Mergers to become effective.  Subject to the receipt of the approvals referred to in the preceding sentence, the Requisite SJCB Shareholder Approval and as set forth on SJCB Disclosure Schedule Section 3.06, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by SJCB do not and will not (1) constitute a breach or violation of, or a default under, the certificate of formation, bylaws or similar governing documents of SJCB or any of its Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SJCB or any of its respective Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in each case, would have a material impact on SJCB or could reasonably be expected to result in a financial obligation or penalty) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of SJCB or any of its Subsidiaries or to which SJCB or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, except with respect to clauses (3) and (4), as would not reasonably be expected to have a Material Adverse Effect on SJCB.  As of the date hereof, SJCB has no Knowledge of any reason (i) why the Regulatory Approvals will not be received in customary time frames from the

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applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Section 3.07Financial Statements; Internal Controls.

(a)SJCB has previously delivered or made available to TCBS copies of SJCB’s (i) audited consolidated financial statements (including the related notes and schedules thereto) for the years ended December 31, 2025, 2024 and 2023, accompanied by the unqualified audit reports of Mauldin & Jenkins, LLC, independent registered accountants (collectively, the “SJCB Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements (including the related notes and schedules thereto) for the six (6) months ended June 30, 2026 (the “SJCB Unaudited Financial Statements” and collectively with the SJCB Audited Financial Statements, the “SJCB Financial Statements”).  The SJCB Financial Statements (including any related notes and schedules thereto) are accurate and complete in all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of SJCB and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the SJCB Unaudited Financial Statements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to SJCB) and the absence of notes and schedules (that, if presented, would not differ materially from those included in the SJCB Audited Financial Statements).  No financial statements of any entity or enterprise other than SJCB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of SJCB.  The audits of SJCB have been conducted in accordance with GAAP.  Since December 31, 2025, neither SJCB nor any of its Subsidiaries has any liabilities or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except for liabilities reflected or reserved against in the SJCB Financial Statements and current liabilities incurred in the Ordinary Course of Business since December 31, 2025. True, correct and complete copies of the SJCB Financial Statements are set forth in SJCB Disclosure Schedule Section 3.07(a).

(b)The records, systems, controls, data and information of SJCB and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of SJCB or its Subsidiaries or accountants (including all means of access thereto and therefrom).  SJCB and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.  SJCB has disclosed based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of SJCB (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect SJCB’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SJCB’s internal control over financial reporting.  SJCB has made available to TCBS a summary of any such disclosure made by management to the auditor and/or audit committee of SJCB or any Subsidiary.

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(c)Since January 1, 2023, neither SJCB, nor any of its Subsidiaries, nor, to SJCB’s Knowledge, any director, officer, employee, auditor, accountant or representative of SJCB or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of SJCB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SJCB or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Section 3.08Regulatory Reports.  Since January 1, 2023, SJCB and its Subsidiaries have timely filed with the FRB, the FDIC, the TDB, any applicable SRO and any other applicable Governmental Authority, in correct form in all material respects, the material reports, registration statements and other documents required to be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports and other documents were complete and accurate and in compliance in all material respects with the requirements of applicable Laws and regulations.  Except for normal examinations conducted by a Governmental Authority in the Ordinary Course of Business, no Governmental Authority has notified SJCB or any of its Subsidiaries that it has initiated any proceeding or, to the Knowledge of SJCB, threatened an investigation into the business or operations of SJCB or any of its Subsidiaries since January 1, 2023.  There is no material and unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement filed by, or relating to any examinations or inspections by any such Governmental Authority of SJCB or any of its Subsidiaries.  There have been no material formal or, to SJCB’s Knowledge, informal inquiries by, or material disagreements or disputes with, any Governmental Authority with respect to the business, operations, policies or procedures of SJCB or any of its Subsidiaries since January 1, 2023.

Section 3.09Absence of Certain Changes or Events.  Except as set forth in SJCB Disclosure Schedule Section 3.09, the SJCB Financial Statements or as otherwise contemplated by this Agreement, since December 31, 2025, (a) SJCB and its Subsidiaries have carried on their respective businesses in all material respects in the Ordinary Course of Business, (b) there have been no events, changes or circumstances which have had, or are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect with respect to SJCB, and (c) neither SJCB nor any of its Subsidiaries has taken any action or failed to take any action prior to the date of this Agreement which action or failure, if taken after the date of this Agreement, would constitute a material breach or violation of any of the covenants and agreements set forth in Section 5.01(a), Section 5.01(b), Section 5.01(c), Section 5.01(e), Section 5.01(g), Section 5.01(h), Section 5.01(j), Section 5.01(k), Section 5.01(u) or Section 5.01(y).

Section 3.10Legal Proceedings.

(a)There are no material civil, criminal, administrative or regulatory actions, suits, demand letters, demands for indemnification, claims, hearings, notices of violation, arbitrations, investigations, orders to show cause, market conduct examinations, notices of non-compliance or other proceedings of any nature pending or, to the Knowledge of SJCB, threatened against SJCB or any of its Subsidiaries or any of their current or former directors or executive officers in their capacities as such, or to which SJCB or any of its Subsidiaries or any of their current or former director or executive officer, in their capacities as such, is a party, including any such actions, suits,

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demand letters, demands for indemnification, claims, hearings, notices of violation, arbitrations, investigations, orders to show cause, market conduct examinations, notices of non-compliance or other proceedings of any nature that would challenge the validity or propriety of the transactions contemplated by this Agreement.

(b)There is no material injunction, order, judgment or decree or regulatory restriction imposed upon SJCB or any of its Subsidiaries, or the assets of SJCB or any of its Subsidiaries (or that, upon consummation of the Mergers would apply to the Surviving Entity or any of its Subsidiaries or Affiliates), and neither SJCB nor any of its Subsidiaries has any Knowledge of the threat of any such action, other than any such injunction, order, judgement or decree that is generally applicable to all Persons in businesses similar to that of SJCB or any of SJCB’s Subsidiaries.

Section 3.11Compliance With Laws.

(a)SJCB and each of its Subsidiaries is, and has been since January 1, 2023, in compliance in all material respects with all applicable federal, state, local and foreign Laws, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including Laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Dodd-Frank Act, Sections 23A and 23B of the Federal Reserve Act, the Sarbanes-Oxley Act or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory lending, financing, leasing or business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans.  Neither SJCB nor any of its Subsidiaries has been advised of any supervisory concerns regarding their compliance with the Bank Secrecy Act or related state or federal anti-money laundering laws, regulations and guidelines, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of due diligence in identifying customers.

(b)SJCB and each of its Subsidiaries have all material permits, licenses, authorizations, orders and approvals of, and each has made all filings, applications and registrations with, all Governmental Authorities that are required in order to permit it to own or lease its properties and to conduct its business as presently conducted.  All such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to SJCB’s Knowledge, no suspension or cancellation of any of them is threatened.

(c)Neither SJCB nor any of its Subsidiaries has received, since January 1, 2023, written or, to SJCB’s Knowledge, oral notification from any Governmental Authority (i) asserting that it is materially in non-compliance with any of the Laws which such Governmental Authority enforces or (ii) threatening to revoke any license, franchise, permit or governmental authorization, except, in either case, where the matters referenced in such notification would not be reasonably expected to result in a Material Adverse Effect in respect to SJCB or its Subsidiaries.

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Section 3.12SJCB Material Contracts; Defaults.

(a)Other than the Seller Benefit Plans or as listed in the SJCB Disclosure Schedule Section 3.12(a), neither SJCB nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) which would entitle any present or former director, officer, employee, consultant or agent of SJCB or any of its Subsidiaries to indemnification from SJCB or any of its Subsidiaries; (ii) which grants any right of first refusal, right of first offer or similar right with respect to any assets or properties of SJCB or its respective Subsidiaries; (iii) related to the borrowing by SJCB or any of its Subsidiaries of money other than those entered into in the Ordinary Course of Business or any guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the Ordinary Course of Business; (iv) which provides for payments to be made by SJCB or any of its Subsidiaries upon a change in control thereof; (v) relating to the lease of personal property having an annual value in excess of $10,000 individually or $20,000 in the aggregate; (vi) relating to any joint venture, partnership, limited liability company agreement or other similar agreement or arrangement; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $30,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the Ordinary Course of Business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $10,000 per annum; (x) which contains a non-compete or client or customer non-solicit requirement or any other provision that restricts the conduct of any line of business by SJCB or any of its Affiliates or upon consummation of the Mergers will restrict the ability of the Surviving Entity or any of its Affiliates to engage in any line of business (including, for the avoidance of doubt, any exclusivity provision granted in favor of any third party) or which grants any right of first refusal, right of first offer or similar right or that limits or purports to limit the ability of SJCB or any of its Subsidiaries (or, following consummation of the transactions contemplated hereby, TCBS or any of its Subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; or (xi) pursuant to which SJCB or any of its Subsidiaries may become obligated to invest in or contribute capital to any entity.  Each contract, arrangement, commitment or understanding of the type described in this Section 3.12(a) is set forth in and categorized under SJCB Disclosure Schedule Section 3.12(a), and is referred to herein as a “SJCB Material Contract.”  SJCB has previously made available to TCBS true, complete and correct copies of each such SJCB Material Contract, including any and all amendments and modifications thereto.

(b)Each SJCB Material Contract is valid and binding on SJCB and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and is in full force and effect and enforceable in accordance with its terms (assuming the due execution by each other party thereto, provided that SJCB hereby represents and warrants that, to its Knowledge, each SJCB Material Contract is duly executed by all such parties), subject to the Enforceability Exception and except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect with respect to SJCB; and neither SJCB nor any of its Subsidiaries is in default under any SJCB Material Contract or other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), to which it is a party, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a material default.  No power of attorney

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or similar authorization given directly or indirectly by SJCB or any of its Subsidiaries is currently outstanding.

(c)SJCB Disclosure Schedule Section 3.12(c) sets forth a true and complete list of all SJCB Material Contracts pursuant to which consents, waivers or notices are or may be required to be given thereunder, in each case, prior to the performance by SJCB of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby and thereby.

Section 3.13Agreements with Regulatory Agencies.  Neither SJCB nor any of its Subsidiaries is subject to any cease-and-desist or other similar order issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is a recipient of any extraordinary supervisory letter from, or is subject to any order or directive by, or has adopted any board resolutions at the request of any Governmental Authority (each a “SJCB Regulatory Agreement”) that restricts, or by its terms will in the future restrict, the conduct of SJCB’s or any of its Subsidiaries’ business or that in any manner relates to their capital adequacy, credit or risk management policies, dividend policies, management, business or operations, nor has SJCB or any of its Subsidiaries been advised by any Governmental Authority that it is considering issuing, initiating, ordering, requesting, recommending, or otherwise proceeding with (or is considering the appropriateness of any of the aforementioned actions) any SJCB Regulatory Agreement.  To SJCB’s Knowledge, there are no investigations relating to any regulatory matters pending before any Governmental Authority with respect to SJCB or any of its Subsidiaries.

Section 3.14Brokers; Fairness Opinion.  Neither SJCB nor any of its officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except that SJCB has engaged, and will pay a fee or commission to Performance Trust Capital Partners, LLC (“SJCB Financial Advisor”), in accordance with the terms of a letter agreement between SJCB Financial Advisor and SJCB, a true, complete and correct copy of which has been previously delivered by SJCB to TCBS.  SJCB has received the opinion of the SJCB Financial Advisor (and, when it is delivered in writing, a copy of such opinion will be promptly provided to TCBS) to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Aggregate Merger Consideration is fair, from a financial point of view, to the holders of shares of SJCB Stock, and, as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Section 3.15Employee Benefit Plans.

(a)SJCB Disclosure Schedule Section 3.15(a) sets forth a true and complete list of each Seller Benefit Plan.  For purposes of this Agreement, “Seller Benefit Plans” means all benefit and compensation plans, contracts, policies or arrangements (i) covering current or former employees or independent contractors of SJCB or any of its Subsidiaries, including individuals jointly employed by SJCB or any of its Subsidiaries through a contractual co-employment arrangement with a third-party professional employer organization (“SJCB PEO”) (such current employees collectively, the “SJCB Employees”), (ii) covering current or former directors of SJCB or any of its Subsidiaries, or (iii) with respect to which SJCB or any of its Subsidiaries has or may

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have any liability or contingent liability (including liability arising from any of SJCB’s related organizations described in Sections 414(b), (c) or (m) of the Code, or any entity which is considered one employer with SJCB, any of its Subsidiaries or Controlled Group Members under Section 4001 of ERISA or Section 414 of the Code (“ERISA Affiliates”)) including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, medical, dental, vision, accident, disability, life or other insurance, employment, severance, change-of-control, fringe benefit, deferred compensation, defined benefit plan, defined contribution plan, stock option, stock purchase, stock appreciation rights, stock based, incentive, bonus plans, severance, change of control, fringe benefit, retirement plans and other policies, plans or arrangements whether or not subject to ERISA and whether or not written or oral.  SJCB Disclosure Schedule 3.15(a) designates the Bank Benefit Plans for which SJCB or any of its Subsidiaries is the plan sponsor as “SJCB Benefit Plans” and the plans, arrangements or agreements for which a SJCB PEO is the plan sponsor as “SJCB PEO Plans”.

(b)With respect to each SJCB Benefit Plan, SJCB has made available (or, with respect to any SJCB PEO Plan, has requested the applicable SJCB PEO to make available) to TCBS the current, true and complete copies of (i) such plan document and any amendments thereto, (ii) any trust instruments, insurance contracts or other funding arrangements and all amendments thereto, (iii) current summary plan descriptions and any summary of material modifications since the last summary plan description, and (iv) the most recent IRS determination, opinion, or advisory letters.  In addition, with respect to the three (3) most recently completed plan years for the SJCB Benefit Plans, SJCB has made available to TCBS, (A) Form 5500 filings and accompanying schedules, (B) any correspondence from any regulatory agency with respect to a SJCB Benefit Plan, (C) any documentation in connection with any formal voluntary correction filings with the IRS or Department of Labor or any material internal documentation relating to the self-correction, (D) any plan financial statements and accompanying accounting reports, service contracts, fidelity bonds and employee and participant annual QDIA notice, safe harbor notice, or fee disclosures notices under 29 CFR 2550.404a-5, and nondiscrimination testing data and results under Sections 105. With respect to each Seller Benefit Plan, SJCB has provided to TCBS the current, true and complete copies of (i) such plan document and any amendments thereto, (ii) any trust instruments, insurance contracts or other funding arrangements and all amendments thereto, (iii) current summary plan descriptions and any summary of material modifications since the last summary plan description, and (iv) the most recent IRS determination, opinion, or advisory letters.  In addition, with respect to the three (3) most recently completed plan years for the SJCB Benefit Plans, SJCB has provided to TCBS, (A) Form 5500 filings and accompanying schedules, (B) any correspondence from any regulatory agency with respect to a SJCB Benefit Plan, (C) any documentation in connection with any formal voluntary correction filings with the IRS or Department of Labor or any documentation relating to any self-correction actions, (D) any plan financial statements and accompanying accounting reports, service contracts, fidelity bonds and employee and participant annual QDIA notice, safe harbor notice, or fee disclosures notices under 29 CFR 2550.404a-5, and nondiscrimination testing data and results under Sections 105(h), 125, 129, 401(k), and 401(m) of the Code, as applicable.

(c)All SJCB Benefit Plans and, to the Knowledge of SJCB, each SJCB PEO Plans have been established, funded, and are in compliance in all material respects in form and operation with all applicable Laws, including ERISA and the Code. Each Seller Benefit Plan which is intended to be qualified under Section 401(a) of the Code (“SJCB 401(a) Plan”) is so qualified

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and has received a favorable opinion, determination or advisory letter from the IRS, and to SJCB’s Knowledge there is not any circumstance that could reasonably be expected to result in revocation of any such favorable determination, opinion or advisory letter or the loss of the qualification of any SJCB 401(a) Plan under Section 401(a) of the Code, and nothing has occurred that would be expected to result in any SJCB 401(a) Plan ceasing to be qualified under Section 401(a) of the Code. There is no pending or, to SJCB’s Knowledge, threatened litigation or regulatory action relating to the SJCB Benefit Plans.  Neither SJCB nor any of its Subsidiaries has engaged in a transaction with respect to any SJCB Benefit Plan that could subject SJCB or any of its Subsidiaries to a tax or penalty under any Law including, but not limited to, Section 4975 of the Code or Section 502(i) of ERISA, that would result in material liability.  To SJCB’s Knowledge, no SJCB 401(a) Plan has been submitted under or been the subject of an IRS voluntary compliance program submission that is still outstanding or that has not been fully corrected in accordance with the IRS’s Employee Plans Compliance Resolution System with respect to any applicable failures.  There are no audits, inquiries or proceedings pending or, to SJCB’s Knowledge, threatened by the IRS or the Department of Labor with respect to any SJCB Benefit Plan.  There are no current, pending, or, to SJCB’s Knowledge, threatened investigations by the IRS or the Department of Labor with respect to any SJCB Benefit Plan.

(d)Except as set forth in SJCB Disclosure Schedule Section 3.15(d), neither SJCB nor any ERISA Affiliate has ever sponsored, maintained, contributed to, or been required to contribute (under ERISA or otherwise) to (i) a plan subject to Title IV of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, or (iii) a “multiple employer plan” within the meaning of ERISA Sections 4063 or 4064 or Section 413(c) of the Code at any time.  Neither SJCB nor any of its Subsidiaries or ERISA Affiliates have incurred, and there are no circumstances under which they could reasonably be expected to incur, liability under Title IV of ERISA (regardless of whether based on contributions of an ERISA Affiliate) or under Section 412 of the Code. Except as set forth in SJCB Disclosure Schedule Section 3.15(d), neither SJCB nor any of its Subsidiaries has ever sponsored, maintained or participated in a multiple employer welfare arrangement as defined in ERISA Section 3(40) or a multiple employer plan, meaning a plan sponsored by two or more unrelated employers as described in Section 413(c) of the Code.  No notice of a “reportable event” within the meaning of Section 4043 of ERISA has been required to be filed for any SJCB Benefit Plan or by any ERISA Affiliate or will be required to be filed, in either case, in connection with the transactions contemplated by this Agreement.

(e)All contributions required to be made by SJCB with respect to all Seller Benefit Plans (i) that are due by the date hereof have been timely made and (ii) that are due by the Closing Date will have been timely made.

(f)Except as set forth in SJCB Disclosure Schedule Section 3.15(f), no SJCB Benefit Plan provides life insurance, medical, surgical, hospitalization or other employee welfare benefits to any SJCB Employee, or any of their affiliates, upon or following his or her retirement or termination of employment for any reason, except as may be required by Section 601 of ERISA or any similar state Law.

(g)All SJCB Benefit Plans that are group health plans have been operated in all material respects in compliance with the group health plan continuation requirements of 4980B of the Code and all other applicable sections of ERISA and the Code, and no material liabilities

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arising under Section 4980H of the Code have occurred.  SJCB may amend or terminate any such SJCB Benefit Plan (or terminate its participation in any SJCB PEO Plan) at any time without incurring any liability thereunder for future benefits coverage at any time after such termination.

(h)Except as otherwise provided for in this Agreement or as set forth in SJCB Disclosure Schedule Section 3.15(h), neither the execution of this Agreement, shareholder approval of this Agreement or consummation of any of the transactions contemplated by this Agreement (individually or in conjunction with any other event) will (i) entitle any current or former SJCB Employee, consultant, independent contractor or director to retention or other bonuses, parachute payments, non-competition payments, or any other payment or in-kind benefits, (ii) entitle any current or former SJCB Employee to unemployment compensation, severance pay or any increase in severance pay upon any termination of employment, (iii) accelerate the time of payment or vesting (except as required by Law) or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other obligation pursuant to, any of the SJCB Benefit Plans, (iv) result in any breach or violation of, or a default under, any of the SJCB Benefit Plans, (v) result in any payment of any amount that would, individually or in combination with any other such payment, be an excess “parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the Code, or (vi) limit or restrict the right of SJCB or, after the consummation of the transactions contemplated hereby, TCBS or any of its Subsidiaries, to merge, amend or terminate any of the SJCB Benefit Plans (or to terminate its participation in any SJCB PEO Plan).

(i)Each SJCB Benefit Plan that is a non-qualified deferred compensation plan or arrangement within the meaning of Section 409A of the Code, and any underlying award, is in compliance in all material respects with Section 409A of the Code and no payment or award that has been made to any participant under a SJCB Benefit Plan is subject to the interest and penalties specified in Section 409A(a)(1)(B) of the Code. Neither SJCB nor any of its Subsidiaries (i) has any obligation to reimburse or indemnify any participant in a SJCB Benefit Plan for any of the interest or penalties specified in Section 409A(a)(1)(B) of the Code that may be currently due or triggered in the future, or (ii) has been required to report to any Governmental Authority any correction or taxes due as a result of a failure to comply with Section 409A of the Code.

(j)No SJCB Benefit Plan provides for the gross-up or reimbursement of any Taxes imposed by Section 4999 of the Code or otherwise, and neither SJCB nor any of its Subsidiaries has any obligation to reimburse or indemnify any party for such Taxes.

(k)SCJB Disclosure Schedule Section 3.15(k) contains a schedule showing the monetary amounts payable or potentially payable, whether individually or in the aggregate (including good faith estimates of all amounts not subject to precise quantification as of the date of this Agreement) under any employment, change in control, severance or similar contract, plan or arrangement with or which covers any present or former director, officer, employee or consultant of SJCB or any of its Subsidiaries who may be entitled to any such amount and identifying the types and estimated amounts of the in-kind benefits due under any SJCB Benefit Plan (other than a plan qualified under Section 401(a) of the Code) for each such Person, specifying the assumptions in such schedule and providing estimates of other required contributions to any trusts for any related fees or expenses.

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(l)SJCB and its Subsidiaries have correctly classified in all material respects all individuals who directly or indirectly perform services for SJCB or any of its Subsidiaries as an independent contractor or as an employee for purposes of determining eligibility for each SJCB Benefit Plan.

Section 3.16Labor and Employment Matters.

(a)During the past four (4) years, (i) SJCB and its Subsidiaries have complied in all material respects with all applicable Laws governing Employment Matters; (ii) there have been no pending or, to the Knowledge of SJCB, threatened Litigation against SJCB or any of its Subsidiaries relating to any Employment Matters; (iii) neither SJCB nor any of its Subsidiaries has received any written complaints or allegations of unlawful discrimination, retaliation, or harassment by or against any employee or independent contractor of SJCB or any of its Subsidiaries; (iv) SJCB and its Subsidiaries have properly classified and treated all of its workers as employees or independent contractors; (v) SJCB and its Subsidiaries have properly classified and treated all of its employees as “exempt” or “nonexempt” from overtime requirements under applicable Law; (vi) SJCB and its Subsidiaries have fully and properly paid all outstanding wages, compensation, bonuses, fees, expenses, and other obligations to all of its employees and independent contractors; and (vii) SJCB and its Subsidiaries have maintained legally adequate records regarding the service of all of its employees, including, where required by applicable law, records of hours worked.

(b)SJCB Disclosure Schedule 3.16(b) sets forth a true, complete and accurate list of each employee of SJCB and its Subsidiaries as of the date hereof and with respect to each such employee (i) his or her employer; (ii) date(s) of hire; (iii) position and title; (iv) work location; (v) current rate of compensation (including bonuses, commissions and incentive compensation, if any); (vi) whether such employee is hourly or salaried; (vii) whether such employee is exempt or non-exempt for purposes of the Fair Labor Standards Act; (viii) the number of such employee’s accrued but unused sick days and vacation days; (ix) whether such employee is on leave from active employment and, if so, the date such employee became inactive, the reason for such inactive status and, if applicable, the anticipated date of return to active employment; (x) whether such employee has remote work status and the location where the remote work is performed; and (xi) any severance potentially payable to such employee upon termination of employment.  To the Knowledge of SJCB, no employee of SJCB or any of its Subsidiaries intends to resign, retire or discontinue such person’s relationship with SJCB or any of its Subsidiaries as a result of the transactions contemplated hereby or otherwise within one (1) year after the Closing Date, except as set forth on SJCB Disclosure Schedule 3.16(b).  Each employee of SJCB or any of its Subsidiaries is, a United States citizen or has a current and valid work visa or otherwise has the lawful right to work in the United States.  The employment of each employee of SJCB or any of its Subsidiaries is terminable at will by SJCB or the applicable Subsidiaries without any penalty, liability, severance obligation incurred by SJCB or any of its Subsidiaries.

(c)SJCB Disclosure Schedule 3.16(c) sets forth a true, correct, and complete list, as of the date hereof, of all individuals currently engaged as consultants or other independent contractors (including those individuals performing services through a sole proprietorship or similar business he or she owns) who are currently engaged to provide services to SJCB or any of its Subsidiaries along with, for each such individual (i) name (including entity name, if applicable); (ii) a brief

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description of the services being provided; (iii) compensation rate and frequency; (iv) duration of retention; (v) the location (state) in which the services are being provided; (vi) whether such Person has entered into a written Contract regarding his or her contractor engagement; and (vii) average weekly hours worked (including whether such individual works more than 40 hours per week for SJCB or any of its Subsidiaries).  To the Knowledge of SJCB, none of the independent contractors or consultants engaged by SJCB or any of its Subsidiaries as of the Closing Date intends to terminate such person’s relationship with SJCB or any of its Subsidiaries as a result of the transactions contemplated hereby or otherwise within one (1) year after the Closing Date.

(d)During the past four (4) years: (i) neither SJCB nor any of its Subsidiaries has been a party to any collective bargaining agreements, work rules or practices, or any other labor-related agreement or arrangement with any labor union, works council, or labor organization; (ii) there have been no strikes, slowdowns, work stoppages, lockouts or other material labor controversies pending or, to the Knowledge of SJCB, threatened against SJCB or any of its Subsidiaries; (iii) there have been no material arbitrations, grievances or unfair labor practice charges or complaints pending or, to the Knowledge of SJCB, threatened against SJCB or any of its Subsidiaries; (iv) no labor union, works council, or labor organization or group of employees of SJCB or any of its Subsidiaries has made a demand for recognition or certification; and (v) to the Knowledge of SJCB, there has been no union organizing with respect to any employees of SJCB or any of its Subsidiaries.

(e)To the Knowledge of SJCB, none of the employees of SJCB or any of its Subsidiaries is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreements that would materially restrict such employee in the performance of his or her employment duties for SJCB or any of its Subsidiaries or the ability of SJCB or any of its Subsidiaries to operate their business.  To the Knowledge of SJCB, no current or former employee or independent contractor of SJCB or any of its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation (i) owed to SJCB or any of its Subsidiaries or (ii) owed to any third party with respect to such person’s right to be employed or engaged by SJCB or any of its Subsidiaries.

Section 3.17Environmental Matters.  (a) To its Knowledge, SJCB and its Subsidiaries have been and are in material compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all permits required under Environmental Laws for the operation of their respective businesses, (b) there is no action or investigation by or before any Governmental Authority relating to or arising under any Environmental Laws that is pending or, to the Knowledge of SJCB threatened against SJCB or any of its Subsidiaries or any real property or facility presently owned, operated or leased by SJCB or any of its Subsidiaries or any predecessor (including in a fiduciary or agency capacity), (c) neither SJCB nor any of its Subsidiaries has received any notice of or is subject to any liability, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved requirements relating to or arising under Environmental Laws, (d) to the Knowledge of SJCB, there have been no releases of Hazardous Substances at, on, under, or affecting any of the real properties or facilities presently owned, operated or leased by SJCB or any of its Subsidiaries or any predecessor (including in a fiduciary or agency capacity) in amount or condition that has resulted in or would reasonably be

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expected to result in liability to SJCB or any of its Subsidiaries relating to or arising under any Environmental Laws, and (e) to the Knowledge of SJCB, there are no underground storage tanks on, in or under any property currently owned, operated or leased by SJCB or any of its Subsidiaries.

Section 3.18Tax Matters.  Except as set forth on SJCB Disclosure Schedule Section 3.18:

(a)Each of SJCB and its Subsidiaries has duly and timely filed (taking into account all applicable extensions properly obtained) all Tax Returns that it was required to file under applicable Laws. All such Tax Returns were correct and complete in all material respects and have been prepared in substantial compliance with all applicable Laws.  All Taxes due and owing by SJCB or any of its Subsidiaries (whether or not shown or required to be shown on any Tax Return) have been fully and timely paid.  Neither SJCB nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return.  Neither SJCB nor any of its Subsidiaries has ever received written notice of any claim by any Governmental Authority in a jurisdiction where SJCB or such Subsidiary does not file Tax Returns or pay Taxes that it is or may be subject to Tax Return filing requirements or subject to taxation in that jurisdiction.  There are no Liens for Taxes (other than Taxes not yet delinquent) upon any of the assets of SJCB or any of its Subsidiaries.

(b)SJCB and each of its Subsidiaries has collected or withheld and paid over to the appropriate Taxing Authority all Taxes required to have been collected or withheld and paid over by it, and has complied in all material respects with all information reporting and backup withholding requirements under all applicable federal, state, local and foreign Laws in connection with amounts paid or owing to any Person, including Taxes required to have been collected or withheld and paid in connection with amounts paid or owing to any employee or independent contractor, creditor, shareholder or other third party.

(c)No foreign, federal, state or local Tax audits or administrative or judicial Tax proceedings with respect to Taxes of SJCB or any of its Subsidiaries are currently being conducted or pending or have been threatened in writing.  Neither SJCB nor any of its Subsidiaries has received from any foreign, federal, state or local Taxing Authority (including jurisdictions where SJCB or any of its Subsidiaries have not filed Tax Returns) any written (i) notice indicating an intent to open an audit, action, suit, proceeding, claim, investigation, examination, or other Litigation regarding any Tax or other review with respect to Taxes or (ii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any Taxing Authority against SJCB or any of its Subsidiaries which, in either case (i) or (ii), has not been fully paid or settled.  There are no written agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any Tax or deficiency against SJCB or any of its Subsidiaries for an open tax period, and neither SJCB nor any of its Subsidiaries has waived or extended the applicable statute of limitations for the assessment or collection of any Tax for an open Tax period (and no request for any such waiver or extension had been made).  No private letter rulings, technical advice memorandums or similar rulings have been requested, entered into with, or received from, any Taxing Authority by SCJB or any of its Subsidiaries.

(d)SJCB has delivered or made available to TCBS true and complete copies of (i) the foreign, federal, state and local income and other material Tax Returns filed with respect to SJCB and its Subsidiaries, and (ii) all examination reports and statements of deficiencies assessed against

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or agreed to by SJCB, in each case (i) and (ii) for taxable periods ended on or after December 31, 2022.

(e)Neither SJCB nor any of its Subsidiaries has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the five-year period preceding the Closing Date.  Neither SJCB nor any of its Subsidiaries is a party to or is otherwise bound by any Tax allocation, indemnity, sharing or similar agreement pursuant to which it has any obligation to any Person with respect to Taxes (other than such an agreement (i) exclusively between or among SJCB and its Subsidiaries, (ii) with customers, vendors, lessors or similar third parties entered into in the Ordinary Course of Business and not primarily related to Taxes or (iii) that will terminate as of the Closing Date without any further payments being required to be made).  Neither SJCB nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was SJCB) or (ii) has any liability for the Taxes of any Person (other than SJCB and its Subsidiaries) under Regulations Section 1.1502-6 (or any similar provision of foreign, state or local Law), as a transferee or successor, by contract, or otherwise.

(f)The most recent SJCB Financial Statements as of the date hereof reflect an adequate reserve, in accordance with GAAP, for all Taxes payable by SJCB and its Subsidiaries for all taxable periods through the date of such SJCB Financial Statements and the unpaid Taxes of SJCB and its Subsidiaries do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with past custom and practice of SJCB and its Subsidiaries.

(g)Neither SJCB nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting, including any adjustment pursuant to Section 481 of the Code (or any comparable provision under foreign, state or local Law), for a taxable period (or portion thereof) ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of foreign, state or local Law) executed on or prior to the Closing Date; (iii) intercompany transactions or any excess loss account described in Regulations under Section 1502 of the Code (or any corresponding or similar provision of foreign, state or local Law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid amount received or deferred revenue accrued on or prior to the Closing Date. Neither SJCB nor any of its Subsidiaries has any outstanding liability for Taxes under Section 965(h) of the Code (or any similar or corresponding provision of applicable Law).

(h)Since January 1, 2023, neither SJCB nor any of its Subsidiaries has distributed stock of another Person nor had its stock distributed by another Person in a transaction that was intended to be nontaxable and governed in whole or in part by Section 355 or Section 361 of the Code.

(i)Neither SJCB nor any of its Subsidiaries has been a party to any “reportable transaction,” as defined in Section 6707A(c)(1) of the Code and Regulations Section 1.6011-4(b) in any tax year.

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(j)Neither SJCB nor any of its Subsidiaries has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(k)Neither SCJB nor any of its Subsidiaries has claimed any “employee retention tax credit” under the CARES Act or any other COVID-19 pandemic relief Laws for any taxable period that remains open for audit.

(l)SJCB is, and has been since formation, properly treated as a valid S-corporation under Sections 1361 and 1362 of the Code (and corresponding provisions of applicable Law).  Each Subsidiary of SJCB, including Target Bank, is, and has been since formation, properly treated as a valid qualified subchapter S subsidiary within the meaning of Section 1361(b)(3)(B) of the Code (and corresponding provisions of applicable Law). No assets of SCJB nor any of its Subsidiaries are or have been subject to Section 1374.

Section 3.19Voting Agreements.  Each of the persons set forth in SJCB Disclosure Schedule Section 3.19 has executed and delivered to TCBS, on or prior to the date hereof, a SJCB Voting Agreement.

Section 3.20Investment Securities.  SJCB Disclosure Schedule Section 3.20 sets forth as of June 30, 2026, the SJCB Investment Securities, as well as any purchases or sales of SJCB Investment Securities between December 31, 2025, to and including June 30, 2026, reflecting with respect to all such securities, whenever purchased or sold, descriptions thereof, CUSIP numbers, designations as securities “available for sale” or securities “held to maturity” (as those terms are used in ASC 320), book values, fair values and coupon rates, and any gain or loss with respect to any SJCB Investment Securities sold during such time period between December 31, 2025, to and including June 30, 2026.  Neither SJCB nor any of its Subsidiaries owns any of the outstanding equity of any savings bank, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company, mortgage or loan broker or any other financial institution other than Target Bank.

Section 3.21Derivative Transactions.

(a)All Derivative Transactions entered into by SJCB or any of its Subsidiaries or for the account of any of its customers were entered into in accordance in all material respects with applicable Laws and regulatory policies of any Governmental Authority, and in accordance in all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed by SJCB or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions.  SJCB and each of its Subsidiaries have duly performed, in all material respects, all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

(b)Each Derivative Transaction is listed in SJCB Disclosure Schedule Section 3.21 (b), and the financial position of SJCB or its Subsidiaries under or with respect to each has been

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reflected in the books and records of SJCB or its Subsidiaries in accordance with GAAP, and no material open exposure of SJCB or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exists, except as set forth in SJCB Disclosure Schedule Section 3.21 (b).

(c)No Derivative Transaction, were it to be a Loan held by SJCB or any of its Subsidiaries, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan classification standards, or words of similar import.

Section 3.22Regulatory Capitalization.  SJCB and Target Bank are “well-capitalized,” as such term is defined in the applicable state and federal rules and regulations.

Section 3.23Loans; Nonperforming and Classified Assets.

(a)SJCB Disclosure Schedule Section 3.23 (a), sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions of credit (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) in which SJCB or any of its Subsidiaries is a creditor which, as of June 30, 2026, was over sixty (60) days or more delinquent in payment of principal or interest, and (ii) Loans with any director, executive officer or 5% or greater shareholder of SJCB or any of its Subsidiaries, or to the Knowledge of SJCB, any affiliate of any of the foregoing.  Set forth in SJCB Disclosure Schedule Section 3.23(a) is a true, correct and complete list of (A) all of the Loans of SJCB and its Subsidiaries that, as of June 30, 2026, were classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import by Target Bank, SJCB or any bank examiner, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount of such Loans by category of Loan (e.g., commercial, consumer, etc.), and (B) each Loan classified by Target Bank as a Troubled Debt Restructuring as defined by GAAP.

(b)SJCB Disclosure Schedule Section 3.23(b) identifies each asset of SJCB or any of its Subsidiaries that as June 30, 2026, was classified as other real estate owned (“OREO”) and the book value thereof as of June 30, 2026, as well as any assets classified as OREO between December 31, 2025, and June 30, 2026, and any sales of OREO between December 31, 2025, and June 30, 2026, reflecting any gain or loss with respect to any OREO sold.

(c)Each Loan held in SJCB’s or any of its Subsidiaries’ loan portfolio (each a “SJCB Loan”) (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the SJCB and the obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance with its terms, subject to the Enforceability Exception.

(d)All currently outstanding SJCB Loans were solicited and originated, and have been administered in material compliance with all applicable requirements of Law and the notes or other

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credit or security documents with respect to each such outstanding SJCB Loan are complete and correct in all material respects.  There are no oral modifications or amendments or additional agreements related to the SJCB Loans that are not reflected in the written records of SJCB or its Subsidiary, as applicable.  All such SJCB Loans are owned by SJCB or its Subsidiary free and clear of any Liens other than a blanket lien on qualifying loans provided to the Federal Home Loan Bank of Dallas.  No claims of defense as to the enforcement of any SJCB Loan have been asserted in writing against SJCB or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and SJCB has no Knowledge of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there is a reasonable possibility of a material adverse determination to its Subsidiaries.  Other than participation loans purchased by SJCB from third parties that are described on SJCB Disclosure Schedule Section 3.23(d), no SJCB Loans are presently serviced by third parties and there is no obligation which could result in any SJCB Loan becoming subject to any third-party servicing.

(e)Neither SJCB nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates SJCB or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of SJCB or any of its Subsidiaries, unless there is a material breach of a representation or covenant by SJCB or any of its Subsidiaries, and none of the agreements pursuant to which SJCB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.

(f)Neither SJCB nor any of its Subsidiaries is now nor has it ever been since January 1, 2023, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

Section 3.24Allowance for Loan and Lease Losses.  SJCB’s allowance for loan and lease losses as reflected in each of (a) the latest balance sheet included in the SJCB Financial Statements and (b) in the balance sheet as of December 31, 2022, included in the SJCB Financial Statements, were, in the opinion of management, as of each of the dates thereof, in compliance in all material respects with SJCB’s existing methodology for determining the adequacy of its allowance for loan and lease losses as well as the standards established by applicable Governmental Authority, the Financial Accounting Standards Board and GAAP.

Section 3.25Trust Business; Administration of Fiduciary Accounts.  Neither SJCB nor any of its Subsidiaries has offered or engaged in providing any individual or corporate trust services or administers any accounts for which it acts as a fiduciary, including any accounts in which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor.

Section 3.26Investment Management and Related Activities.  Except as set forth in SJCB Disclosure Schedule Section 3.26, none of SJCB, any SJCB Subsidiary or any of their respective directors, officers or employees is required to be registered, licensed or authorized under the Laws of any Governmental Authority as an investment adviser, a broker or dealer, an insurance agency, a commodity trading adviser, a commodity pool operator, a futures commission merchant,

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an introducing broker, a registered representative or associated person, investment adviser, representative or solicitor, a counseling officer, an insurance agent, a sales person or in any similar capacity with a Governmental Authority.

Section 3.27Repurchase Agreements.  With respect to all agreements pursuant to which SJCB or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, SJCB or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.

Section 3.28Deposit Insurance.  The deposits of Target Bank are insured by the FDIC in accordance with the Federal Deposit Insurance Act (“FDIA”) to the fullest extent permitted by Law, and Target Bank has paid all premiums and assessments and filed all reports required by the FDIA.  No proceedings for the revocation or termination of such deposit insurance are pending or, to SJCB’s Knowledge, threatened.

Section 3.29Community Reinvestment Act, Anti-money Laundering and Customer Information Security.  Neither SJCB nor any of its Subsidiaries is a party to any agreement with any individual or group regarding Community Reinvestment Act matters and neither SJCB nor any of its Subsidiaries has Knowledge, that any facts or circumstances exist, which would cause SJCB or any of its Subsidiaries (i) to be deemed not to be in satisfactory compliance with the Community Reinvestment Act, and the regulations promulgated thereunder, or to be assigned a rating for Community Reinvestment Act purposes by federal or state bank regulators of lower than “satisfactory”; or (ii) to be deemed to be operating in violation of the Bank Secrecy Act and its implementing regulations (31 C.F.R. Part 103), the USA PATRIOT Act, any order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or any other applicable anti-money laundering statute, rule or regulation; or (iii) to be deemed not to be in satisfactory compliance with the applicable privacy of customer information requirements contained in any federal and state privacy Laws and regulations, including in Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated thereunder.  Furthermore, the boards of directors of SJCB and its Subsidiaries have implemented an anti-money laundering programs that contain adequate and appropriate customer identification verification procedures that have not been deemed ineffective by any Governmental Authority and that meet the requirements of Sections 352 and 326 of the USA PATRIOT Act.

Section 3.30Transactions with Affiliates.  Except as set forth in SJCB Disclosure Schedule Section 3.30, there are no outstanding amounts payable to or receivable from, or advances by SJCB or any of its Subsidiaries to, and neither SJCB nor any of its Subsidiaries is otherwise a creditor or debtor to (a) any director, executive officer, five percent (5%) or greater shareholder of SJCB or any of its Subsidiaries or to any of their respective Affiliates or Associates, other than as part of the normal and customary terms of such person’s employment or service as a director with SJCB or any of its Subsidiaries and other than deposits held by Target Bank in the Ordinary Course of Business, or (b) any other Affiliate of SJCB or any of its Subsidiaries.  Except as set forth in SJCB Disclosure Schedule Section 3.30, neither SJCB nor any of its Subsidiaries is a party to any transaction or agreement with any of its respective directors, executive officers or other Affiliates.  All agreements between Target Bank and any of its Affiliates (or any company

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treated as an affiliate for purposes of such Law) comply, to the extent applicable, with Sections 23A and 23B of the Federal Reserve Act and Regulation W of the FRB.

Section 3.31Tangible Properties and Assets.

(a)SJCB Disclosure Schedule Section 3.31(a) sets forth a true, correct and complete list of all real property owned by SJCB and each of its Subsidiaries.  Except as set forth in SJCB Disclosure Schedule Section 3.31(a), SJCB or its Subsidiaries has good and marketable title to, valid leasehold interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and other similar Liens that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties.  There is no pending or, to SJCB’s Knowledge, threatened legal, administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to the real property that SJCB or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future, including a pending or threatened taking of any of such real property by eminent domain.  True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth in SJCB Disclosure Schedule Section 3.31(a), and complete copies of the title insurance policies and surveys for each property, together with any mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to TCBS.

(b)SJCB Disclosure Schedule Section 3.31(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements under which SJCB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”).  Each of the Leases is valid, binding and in full force and effect and neither SJCB nor any of its Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease.  To SJCB’s Knowledge, there has not occurred any event and no condition exists that would constitute a termination event or a breach by SJCB or any of its Subsidiaries of, or default by SJCB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease.  To SJCB’s Knowledge, no lessor under a Lease is in material breach or default in the performance of any material covenant, agreement or condition contained in such Lease.  SJCB and each of its Subsidiaries has paid all rents and other charges to the extent due under the Leases.  True and complete copies of all Leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties listed in SJCB Disclosure Schedule Section 3.31(b), have been furnished or made available to TCBS.

(c)All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the owned real property or the subject of the Leases are in good condition

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and repair (normal wear and tear excepted) and sufficient for the operation of the business of SJCB and its Subsidiaries.

Section 3.32Intellectual Property.  SJCB Disclosure Schedule Section 3.32 sets forth a true, complete and correct list of all SJCB Intellectual Property.  SJCB or its Subsidiaries owns or has a valid license to use all SJCB Intellectual Property, free and clear of all Liens, royalty or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates).  The SJCB Intellectual Property constitutes all Intellectual Property necessary to carry on the business of SJCB and its Subsidiaries as currently conducted in all material respects.  The SJCB Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither SJCB nor any of its Subsidiaries has received notice challenging the validity or enforceability of SJCB Intellectual Property.  None of SJCB or any of its Subsidiaries is, nor will any of them be as a result of the execution and delivery of this Agreement or the performance by SJCB of its obligations hereunder, in violation of any licenses, sublicenses and other agreements as to which SJCB or any of its Subsidiaries is a party and pursuant to which SJCB or any of its Subsidiaries is authorized to use any third-party patents, trademarks, service marks, copyrights, trade secrets or computer Software, and neither SJCB nor any of its Subsidiaries has received notice challenging SJCB’s or any of its Subsidiaries’ license or legally enforceable right to use any such third-party intellectual property rights.  The consummation of the transactions contemplated hereby will not result in the material loss or impairment of the right of SJCB or any of its Subsidiaries to own or use any of SJCB Intellectual Property.

Section 3.33Insurance.

(a)SJCB Disclosure Schedule Section 3.33(a) identifies all of the insurance policies, binders, or bonds currently maintained by SJCB and its Subsidiaries (the “Insurance Policies”), including the insurer, policy numbers, amount of coverage, effective and termination dates and any pending claims thereunder involving more than $10,000.  SJCB and each of its Subsidiaries is insured with reputable insurers against such risks and in such amounts as the management of SJCB reasonably has determined to be prudent in accordance with industry practices.  All of the Insurance Policies are in full force and effect, neither SJCB nor any Subsidiary has received notice of cancellation of any of the Insurance Policies or is otherwise aware that any insurer under any of the Insurance Policies has expressed an intent to cancel any such Insurance Policies, and neither SJCB nor any of its Subsidiaries is in default thereunder, and all claims thereunder have been filed in due and timely fashion in all material respects.

(b)SJCB Disclosure Schedule Section 3.33(b) sets forth a true, correct and complete description of all bank-owned life insurance (“BOLI”) owned by SJCB or its Subsidiaries, including the value of its BOLI as of the end of the month prior to the date hereof.  The value of such BOLI is and has been fairly and accurately reflected in the most recent balance sheet included in the SJCB Financial Statements in accordance with GAAP.  Except as set forth on SJCB Disclosure Schedule Section 3.33(b), all BOLI is owned solely by Target Bank, no other Person has any ownership claims with respect to such BOLI or proceeds of insurance derived therefrom and there is no split dollar or similar benefit under SJCB’s BOLI.  Neither SJCB nor any of SJCB’s Subsidiaries has any outstanding borrowings secured in whole or part by its BOLI.

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Section 3.34Antitakeover Provisions.  No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation is applicable to this Agreement, the Bank Plan of Merger and the transactions contemplated hereby and thereby.

Section 3.35Bank Holding Company.  SJCB is regulated as a bank holding company under the Bank Holding Company Act of 1956, as amended.

Section 3.36Transaction Expenses.  Section 3.36 of the SCJB Disclosure Schedule (the “Transaction Expense Estimate”) sets forth reasonable estimated attorneys’ fees, investment banking fees, accounting fees and other costs or fees of SJCB and the Target Bank, based upon reasonable inquiry, expected to be paid or accrued from the date hereof through the Closing Date in connection with the Mergers and the other transactions contemplated by this Agreement.

Article IV

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REPRESENTATIONS AND WARRANTIES OF TCBS

TCBS hereby represents and warrants to SJCB as follows:

Section 4.01Organization and Standing.  Each of TCBS and its Subsidiaries is (a) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and (b) is duly licensed or qualified to do business and in good standing in each jurisdiction where its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified has not had, and is not reasonably likely to have, a Material Adverse Effect with respect to TCBS.

Section 4.02Corporate Power and Authority.

(a)TCBS and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and to own all of its properties and assets; and TCBS has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental Authorities and the Regulatory Approvals.

(b)This Agreement and the transactions contemplated hereby have been authorized by all necessary corporate actions of TCBS on or prior to the date hereof.  TCBS has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by SJCB, this Agreement is a valid and legally binding obligation of TCBS, enforceable in accordance with its terms except as enforceability may be limited by the Enforceability Exception.

Section 4.03Regulatory Approvals; No Defaults.  No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by TCBS or any of its Subsidiaries in connection with the execution, delivery or performance by TCBS of this Agreement or to consummate the transactions contemplated by this Agreement, including the Bank Merger, except for (a) the Regulatory Approvals, (b) the filing of the Certificate of Merger contemplated by Section 1.05(a) and the filing of documents with the FRB, FDIC, the TDB, applicable Governmental Authorities, and the Secretary of the State of

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Texas to cause the Mergers to become effective, and (c) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO.  Subject to the receipt of the approvals referred to in the preceding sentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by TCBS do not and will not, (1) constitute a breach or violation of, or a default under, the certificate of formation and bylaws of TCBS, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBS or any of its Subsidiaries, or any of their respective properties or assets, or (3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBS or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which TCBS or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except with regards to the clauses (1) to (3), as would not reasonably be expected to have a Material Adverse Effect on TCBS.  As of the date hereof, TCBS does not have any Knowledge of any reason, with respect to TCBS, (x) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (y) why a Burdensome Condition would be imposed.

Section 4.04Legal Proceedings.  There is no Litigation or, to the Knowledge of TCBS, any facts or circumstances which reasonably could be expected to result in any Litigation, including any such action by any Governmental Authority, which currently exists or is ongoing, pending or, to the Knowledge of TCBS, threatened against TCBS that can reasonably be expected to cause TCBS to be unable to consummate the Merger.  Neither TCBS nor any of its Subsidiaries is subject to any cease-and-desist order, written agreement, consent agreement, memorandum of understanding, commitment letter, extraordinary supervisory letter, order or directive issued by or entered into with any Governmental Authority that would reasonably be expected to materially impair or delay the ability of TCBS to consummate the transactions contemplated by this Agreement or to obtain any Regulatory Approval.

Section 4.05Regulatory Capitalization.  TCBS and its Subsidiaries are “well-capitalized,” as such term is defined in the applicable state and federal rules and regulations.

Section 4.06Community Reinvestment Act, Anti-Money Laundering and Customer Information Security.  Neither TCBS nor any of its Subsidiaries is a party to any agreement with any individual or group regarding Community Reinvestment Act matters and neither TCBS nor any of its Subsidiaries is aware of or has Knowledge, that any facts or circumstances exist, which would cause TCBS or any of its Subsidiaries (i) to be deemed not to be in satisfactory compliance with the Community Reinvestment Act, and the regulations promulgated thereunder, or to be assigned a rating for Community Reinvestment Act purposes by federal or state bank regulators of lower than “satisfactory”; (ii) to be deemed to be operating in violation of the Bank Secrecy Act and its implementing regulations (31 C.F.R. Part 103), the USA PATRIOT Act, any order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or any other applicable anti-money laundering statute, rule or regulation; or (iii) to

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be deemed not to be in satisfactory compliance with the applicable privacy of customer information requirements contained in any federal and state privacy Laws and regulations, including in Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated thereunder.

Section 4.07Financing.  TCBS has, and will have available to it as of the Closing, sufficient cash, or binding and enforceable commitments for cash, to pay the Aggregate Merger Consideration to the Paying Agent for the benefit of the shareholders of SJCB and to pay all fees and expenses of TCBS related to the transactions contemplated hereby.  TCBS’s obligations under this Agreement are not subject to any condition regarding TCBS’s ability to obtain financing for the consummation of the transactions contemplated by this Agreement.  TCBS shall not take any action that would reasonably be expected to impair its ability to fund the Aggregate Merger Consideration at the Closing.

Article V

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COVENANTS

Section 5.01Covenants of SJCB.  During the period from the date of this Agreement and continuing until the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated or permitted by this Agreement (including as set forth in the SJCB Disclosure Schedule), required by Law or with the prior written consent of TCBS (which consent shall not be unreasonably withheld, conditioned or delayed), SJCB shall carry on its business, including the business of each of its Subsidiaries, in the Ordinary Course of Business in all material respects and consistent with prudent banking practice.  Without limiting the generality of the foregoing, SJCB will use commercially reasonable efforts to (i) preserve its business organizations and assets intact, (ii) keep available to itself and TCBS the present services of the current officers and employees of SJCB and its Subsidiaries, (iii) preserve for itself and TCBS the goodwill of its customers, employees, lessors and others with whom business relationships exist, and (iv) continue all commercially reasonable collection efforts with respect to any delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans.  Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (x) as set forth in SJCB Disclosure Schedule Section 5.01, (y) as otherwise expressly required by this Agreement or (z) consented to in writing by TCBS (which consent shall not be unreasonably withheld, conditioned or delayed), SJCB shall not and shall not permit its Subsidiaries to:

(a)Stock.  (i) Issue, sell, grant, pledge, dispose of, encumber, or otherwise permit to become outstanding, or authorize the creation of, any additional shares of its stock, any Rights, any new award or grant under the SJCB Stock Plans or otherwise, or any other securities (including units of beneficial ownership interest in any partnership or limited liability company), or enter into any agreement with respect to the foregoing, (ii) except as expressly permitted by this Agreement, accelerate the vesting of any existing Rights, or (iii) except as expressly permitted by this Agreement, directly or indirectly change (or establish a record date for changing) adjust, split, combine, redeem, reclassify, exchange, purchase or otherwise acquire any shares of its capital stock, or any other securities (including units of beneficial ownership interest in any partnership

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or limited liability company) convertible into or exchangeable for any additional shares of stock, any Rights issued and outstanding prior to the Effective Time.

(b)Dividends; Other Distributions.  Make, declare, pay or set aside for payment of dividends payable in cash, stock or property on or in respect of, or declare or make any distribution on, any shares of its capital stock, except (i) as set forth in Section 5.19, and (ii) for dividends from wholly-owned Subsidiaries of SJCB, and (iii) solely in the event the Closing has not occurred on or before March 31, 2027, for distributions to SJCB’s shareholders in amounts reasonably estimated to be necessary to enable such shareholders to pay federal and state income taxes attributable to the pass through income of SJCB and its Subsidiaries for the taxable year beginning January 1, 2026 and ending December 31, 2026, calculated at the highest combined marginal individual tax rate then applicable, consistent with past practice; provided, however, any amounts distributed pursuant to clause (iii) shall reduce the Aggregate Merger Consideration on a dollar-for-dollar basis.

(c)Compensation; Employment Agreements, Etc.  Enter into or amend or renew any employment, consulting, compensatory, severance, retention or similar agreements or arrangements with any current or former director, officer, employee or individual independent contractor of SJCB or any of its Subsidiaries, or grant any salary, wage, bonus, incentive or fee increase or increase any employee benefit or pay any incentive or bonus payments, except, in each case, (i) normal increases in base salary to employees in the Ordinary Course of Business and pursuant to policies currently in effect, provided, such increases in base salary shall not result in an annual adjustment in base compensation (which includes base salary and any other base compensation other than bonus payments) of more than five percent (5%) for any individual or five percent (5%) in the aggregate for all directors, officers, employees, or individual independent contractors of SJCB or any of its Subsidiaries, (ii) as specifically provided for by this Agreement (including as contemplated by Section 5.10 of this Agreement), (iii) as may be required by Law, or (iv) as otherwise set forth in SJCB Disclosure Schedule Section 5.01(c).

(d)Hiring.  Hire any person as an employee or officer of SJCB or any of its Subsidiaries, except for at-will employment at an annual rate of base salary not to exceed $50,000 to fill vacancies that may arise from time to time in the Ordinary Course of Business.

(e)Benefit Plans.  Enter into, establish, adopt, amend, modify or terminate, except (i) as may be required by or to make consistent with applicable Law, subject to the provision of prior written notice to and consultation with respect thereto with TCBS (ii) to satisfy contractual obligations existing as of the date hereof and set forth in SJCB Disclosure Schedule Section 5.01(e), (iii) as previously disclosed to TCBS and set forth in SJCB Disclosure Schedule Section 5.01(e), or (iv) as may be required pursuant to the terms of this Agreement, any SJCB Benefit Plan or other pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any current or former director, officer or employee of SJCB or any of its Subsidiaries.

(f)Transactions with Affiliates.  Except pursuant to agreements or arrangements in effect on the date hereof and set forth in SJCB Disclosure Schedule Section 5.01(f), pay, loan or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed,

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tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any of their immediate family members or any Affiliates or Associates of any of its officers or directors other than compensation or business expense advancements or reimbursements in the Ordinary Course of Business.

(g)Dispositions.  Except in the Ordinary Course of Business, sell, license, lease, transfer, mortgage, pledge, encumber or otherwise dispose of or discontinue any of its rights, assets, deposits, business or properties or cancel or release any indebtedness owed to SJCB or any of its Subsidiaries.

(h)Acquisitions.  Acquire or agree to acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the Ordinary Course of Business) all or any portion of the assets, debt, business, deposits or properties of any other entity or Person, except for purchases specifically approved by TCBS pursuant to any other applicable paragraph of this Section 5.01.

(i)Capital Expenditures.  Make any capital expenditures in amounts exceeding $15,000 individually, or $40,000 in the aggregate, provided that TCBS shall grant or deny its consent to emergency repairs or replacements necessary to prevent substantial deterioration of the condition of a property within two (2) Business Days of its receipt of a written request from SJCB.

(j)Governing Documents.  Amend SJCB’s certificate of formation or bylaws or any equivalent documents of SJCB’s Subsidiaries.

(k)Accounting Methods.  Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by applicable Laws or GAAP or applicable accounting requirements of any Governmental Authority, in each case, including changes in the interpretation or enforcement thereof.

(l)Contracts.  Except as set forth in SJCB Disclosure Schedule Section 5.01(l), enter into, amend, modify, terminate, extend, or waive any material provision of, any SJCB Material Contract, Lease or Insurance Policy, or make any change in any instrument or agreement governing the terms of any of its securities, or material lease, license or contract, other than normal renewals of contracts, licenses and leases without material adverse changes of terms with respect to SJCB or any of its Subsidiaries, or enter into any contract that would constitute a SJCB Material Contract if it were in effect on the date of this Agreement, except for any amendments, modifications or terminations requested by TCBS.

(m)Claims.  Other than settlement of foreclosure actions in the Ordinary Course of Business, (i) enter into any settlement or similar agreement with respect to any action, suit, proceeding, order or investigation to which SJCB or any of its Subsidiaries is or becomes a party after the date of this Agreement, which settlement or agreement involves the payment by SJCB or any of its Subsidiaries of an amount which exceeds $25,000 individually or $50,000 in the aggregate and/or would impose any material restriction on the business of SJCB or any of its Subsidiaries or (ii) waive or release any material rights or claims, or agree or consent to the issuance of any injunction, decree, order or judgment restricting or otherwise affecting its business or operations.

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(n)Banking Operations.  (i) Enter into any material new line of business, introduce any material new products or services, any material marketing campaigns or any material new sales compensation or incentive programs or arrangements; (ii) change in any material respect its lending, investment, underwriting, risk and asset liability management and other banking and operating policies, except as required by applicable Law, regulation or policies imposed by any Governmental Authority; (iii) make any material changes in its policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service Loans, its hedging practices and policies; and (iv) incur any material liability or obligation relating to retail banking and branch merchandising, marketing and advertising activities and initiatives except in the Ordinary Course of Business.

(o)Derivative Transactions.  Enter into any Derivative Transaction.

(p)Indebtedness.  Incur any indebtedness for borrowed money other than in the Ordinary Course of Business consistent with past practice with a term not in excess of twelve (12) months (other than creation of deposit liabilities or sales of certificates of deposit in the Ordinary Course of Business), or incur, assume or become subject to, whether directly or by way of any guarantee or otherwise, any obligations or liabilities (absolute, accrued, contingent or otherwise) of any other Person, other than the issuance of letters of credit in the Ordinary Course of Business and in accordance with the restrictions set forth in Section 5.01(s).

(q)Investment Securities.  (i) Other than in accordance with SJCB’s investment guidelines and consistent with past practice, acquire, sell or otherwise dispose of any debt security or equity investment or any certificates of deposits issued by other banks, nor (ii) change the classification method for any of the SJCB Investment Securities from “held to maturity” to “available for sale” or from “available for sale” to “held to maturity,” as those terms are used in ASC 320.

(r)Deposits.  Other than in the Ordinary Course of Business and consistent with past practice, make any changes to deposit pricing.

(s)Loans.  Except for loans or extensions of credit approved and/or committed as of the date hereof that are listed in SJCB Disclosure Schedule Section 5.01(s), (i) make, renew, renegotiate, increase, extend or modify any loan or other extension of credit in an amount in excess of $500,000, (ii) sell any loan or loan pools in excess of $100,000 in principal amount or sale price (other than residential mortgage loan pools sold in the Ordinary Course of Business), (iii) acquire any servicing rights, or sell or otherwise transfer any loan where SJCB or any of its Subsidiaries retains any servicing rights, or (iv) purchase participation loans.  Any loan in excess of the limits set forth in this Section 5.01(s) shall require the prior written approval of the Chief Executive Officer or Chief Credit Officer of Broadstreet (which approval shall not be unreasonably withheld, conditioned or delayed), which approval or rejection shall be given in writing within three (3) Business Days after the complete loan package is delivered to such individual; provided, that if such individual fails to respond within such three (3) Business Day period, such loan shall be deemed approved.

(t)Investments or Developments in Real Estate.  Make any investment or commitment to invest in real estate or in any real estate development project other than by way of foreclosure

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or deed in lieu thereof or make any investment or commitment to develop, or otherwise take any actions to develop any real estate owned by SJCB or its Subsidiaries.

(u)Taxes.  Make, change or revoke any material Tax election of SJCB or any of its Subsidiaries, file any amended material Tax Return, enter into any closing agreement with respect to Taxes, settle or compromise any liability with respect to Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment.

(v)Compliance with Agreements.  Commit any act or omission which constitutes a material breach or default by SJCB or any of its Subsidiaries under any agreement with any Governmental Authority or under any SJCB Material Contract, Lease or other material agreement or material license to which SJCB or any of its Subsidiaries is a party or by which any of them or their respective properties are bound or under which any of them or their respective assets, business, or operations receives benefits.

(w)Environmental Assessments.  Foreclose on or take a deed or title to any real estate other than single-family residential properties without first conducting an ASTM International (“ASTM”) E1527-13 Phase I Environmental Site Assessment (or any applicable successor standard) of the property that satisfies the requirements of 40 C.F.R. Part 312 (“Phase I”), or foreclose on or take a deed or title to any real estate other than single-family residential properties if such environmental assessment indicates the presence or likely presence of any Hazardous Substances under conditions that indicate an existing release, a past release, or a material threat of a release of any Hazardous Substances into structures on the property or into the ground, ground water, or surface water of the property.

(x)Adverse Actions.  Take any action or knowingly fail to (i) take any action not contemplated by this Agreement that is intended or is reasonably likely to prevent, delay or impair SJCB’s ability to consummate the Mergers or the transactions contemplated by this Agreement or (ii) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.01.

(y)Capital Stock Purchase.  Directly or indirectly repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

(z)Facilities.  Except as required by Law, file any application or make any contract or commitment for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production or servicing facility or automated banking facility, except for any change that may be requested by TCBS.

(aa)Restructure.  Merge or consolidate itself or any of its Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its Subsidiaries.

(bb)Commitments.  (i) Enter into any contract with respect to, or otherwise agree or commit to do, or adopt any resolutions of its board of directors or similar governing body in support of, any of the foregoing or (ii) take any action that is intended or expected to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any

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material respect at any time prior to the Effective Time, or in any of the conditions to the Mergers not being satisfied in any material respect or in a violation of any provision of this Agreement, except, in every case, as may be required by applicable Law.

Section 5.02Covenants of TCBS(a).  From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of SJCB shall have been obtained, and except as otherwise expressly contemplated herein, TCBS covenants and agrees that it shall take no action which would (a) materially adversely affect the ability of TCBS to obtain any consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in Section 6.01(b), (b) materially adversely affect the ability of TCBS to perform its covenants and agreements under this Agreement, (c) reasonably be expected to impair the ability of TCBS to fund the Aggregate Merger Consideration at the Closing, or (d) cause TCBS or any of its Subsidiary depository institutions to fail to be “well-capitalized” as such term is defined in applicable federal and state rules and regulations; provided, the foregoing shall not prevent TCBS or its Subsidiaries from acquiring any assets, companies or other businesses or from discontinuing or disposing of any of its assets or businesses if such action is, in the reasonable judgment of TCBS, desirable in the conduct of the business of the TCBS or its Subsidiaries; provided further, such actions shall not materially delay the Effective Time or materially hinder consummation of the Merger.

Section 5.03Commercially Reasonable Efforts.  Subject to the terms and conditions of this Agreement, each of the Parties agrees to use commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VI, and shall reasonably cooperate with the other Party to that end.

Section 5.04SJCB Shareholder Approval.

(a)Following the execution of this Agreement, SJCB shall take, in accordance in all material respects with applicable Law and the certificate of formation and bylaws of SJCB, all action necessary to convene a special meeting of its shareholders as promptly as practicable to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Mergers) and any other matters required to be approved by SJCB’s shareholders in order to permit consummation of the Mergers and the transactions contemplated hereby (including any adjournment or postponement thereof, the “SJCB Meeting”) and shall take all lawful action to solicit such approval by such shareholders.  SJCB shall use its reasonable best efforts to obtain the Requisite SJCB Shareholder Approval to consummate the Mergers and the other transactions contemplated hereby, and shall ensure that the SJCB Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by SJCB in connection with the SJCB Meeting are solicited in compliance in all material respects with the TBOC, the certificate of formation and bylaws of SJCB, and all other applicable legal requirements.  Except with the prior approval of TCBS, no other matters shall be submitted for the approval of SJCB shareholders at the SJCB Meeting.

(b)Except to the extent provided otherwise in Section 5.08, (i) the board of directors of SJCB shall at all times prior to and during the SJCB Meeting recommend approval of this

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Agreement and the transactions contemplated hereby (including the Mergers) by the shareholders of SJCB and any other matters required to be approved by SJCB’s shareholders for consummation of the Mergers and the transactions contemplated hereby (the “SJCB Recommendation”) and (ii) shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of TCBS or take any other action or make any other public statement inconsistent with such recommendation and the Proxy Statement shall include the SJCB Recommendation.  In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite SJCB Shareholder Approval, SJCB will not adjourn or postpone the SJCB Meeting unless SJCB is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of SJCB.  SJCB shall keep TCBS updated with respect to the proxy solicitation results in connection with the SJCB Meeting as reasonably requested by TCBS.

Section 5.05Regulatory Filings; Consents.

(a)Each of TCBS and SJCB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to promptly prepare all documentation, and to effect all filings (and, with respect to TCBS, to file or cause to be filed all required regulatory applications no later than forty-five (45) days after the date of this Agreement), to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Mergers in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations, and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require TCBS or any of its Subsidiaries or SJCB or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to TCBS and its Subsidiaries on a consolidated basis after giving effect to the Mergers) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of TCBS, SJCB, the Surviving Entity or the Surviving Bank, after giving effect to the Mergers (“Burdensome Condition”).  TCBS and SJCB will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of TCBS or SJCB to any Governmental Authority in connection with the transactions contemplated by this Agreement.  Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority.  In addition, TCBS and SJCB shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.

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(b)SJCB will use its commercially reasonable efforts, and TCBS shall reasonably cooperate with SJCB at SJCB’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on SJCB Disclosure Schedule Section 3.12(c) or that are otherwise required to be obtained under the terms of any SJCB Material Contract in order to prevent the consummation of the transactions contemplated by this Agreement from constituting a default under such SJCB Material Contract or creating any lien, claim, or charge upon any of the assets of SJCB or any of its Subsidiaries.  Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its Subsidiaries or its representatives).  SJCB will consult with TCBS and its representatives as often as practicable under the circumstances so as to permit SJCB and TCBS and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any adverse consequences that may result from the foregoing.

Section 5.06Publicity.  TCBS and SJCB shall consult with each other before issuing any press release with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other Party, which shall not be unreasonably delayed or withheld; provided, however, a party may, without the prior consent of the other party (but after such consultation, to the extent practicable in the circumstances), issue such press release or make such public statements as may upon the advice of counsel be required by Law. It is understood that TCBS shall assume primary responsibility for the preparation of joint press releases relating to this Agreement, the Mergers and the other transactions contemplated hereby.

Section 5.07Access; Current Information.

(a)For the purposes of verifying the representations and warranties of the other and preparing for the Mergers and the other matters contemplated by this Agreement, upon reasonable notice and subject to applicable Laws, SJCB agrees to afford TCBS and its officers, employees, counsel, accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout the period prior to the Effective Time to SJCB’s and its Subsidiaries’ books, records (including Tax Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other information relating to them as TCBS may reasonably request and SJCB shall use its commercially reasonable efforts to provide any appropriate notices to employees and/or customers in accordance with applicable Law and SJCB’s privacy policy and, during such period, SJCB shall furnish to TCBS, upon TCBS’s reasonable request, all such other information concerning the business, properties and personnel of SJCB and its Subsidiaries that is substantially similar in scope to the information provided to TCBS in connection with its diligence review prior to the date of this Agreement.  TCBS shall coordinate any such access in accordance with this Section 5.07(a) with SJCB’s President, Treasurer and Secretary, Cindy Manthey.

(b)Throughout the period prior to the Effective Time and subject to Section 5.07(f), SJCB and Target Bank shall, if requested by TCBS, permit two (2) individuals designated by TCBS and reasonably acceptable to SJCB (the “Observers”) to attend meetings of the boards of

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directors of SJCB and Target Bank, and committees thereof, in a non-voting observer capacity; provided, SJCB and Target Bank agree to consent and not object to the designation of Jason Sobel and Jason McCrary as Observers.

(c)As promptly as reasonably practicable after they become available, SJCB will furnish to TCBS copies of the board packages distributed to the board of directors of SJCB or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board of directors of SJCB or any committee thereof relating to the financial performance and risk management of SJCB; provided, SJCB shall furnish the Observers all board packages at the same time and in the same manner as the members of the board of directors; provided further, that all board packages and minutes shall be subject to the exclusions and protections set forth in Section 5.07(f), and SJCB may redact any portions containing confidential supervisory information, attorney-client privileged communications, or discussions of this Agreement and the transactions contemplated hereby.

(d)During the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status of the ongoing operations of the other Party and its Subsidiaries.  Without limiting the foregoing, SJCB agrees to provide to TCBS (i) a copy of each report filed by SJCB or any of its Subsidiaries with a Governmental Authority, (ii) a copy of SJCB’s monthly loan trial balance, and (iii) a copy of SJCB’s monthly statement of condition and profit and loss statement and, if requested by TCBS, a copy of SJCB’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as promptly as reasonably practicable after it is filed or prepared, as applicable.  SJCB further agrees to provide TCBS, no later than ten (10) Business Days following the end of each calendar month following the date hereof, any supplements to SJCB Disclosure Schedule Section 3.20, SJCB Disclosure Schedule Section 3.23(a), and SJCB Disclosure Schedule Section 3.23(b) that would be required if the references to June 30, 2026, in each corresponding representation and warranty of SJCB were changed to the date of the most recently ended calendar month.

(e)No investigation by a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement of the other Party set forth in this Agreement, or the conditions to the respective obligations of TCBS and SJCB to consummate the transactions contemplated hereby.

(f)Notwithstanding anything to the contrary in this Section 5.07, SJCB shall not be required to copy TCBS on any documents or permit the Observers to access any board meetings that disclose confidential discussions of this Agreement or the transactions contemplated hereby, that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (including any confidential supervisory information) or any other matter that SJCB’s board of directors has been advised by counsel that such distribution to TCBS may violate a confidentiality obligation or fiduciary duty or any Law or regulation, or may result in a waiver of SJCB’s attorney-client privilege.  In the event any of the restrictions in this Section 5.07(f) shall apply, SJCB shall use its commercially reasonable efforts to provide summary disclosure of such matters, restrict the discussion of such matters at board meetings such that the Observers can attend

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as much of the meetings as possible or make other appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.

Section 5.08No Solicitation by SJCB; Superior Proposals.

(a)Except as permitted by Section 5.08(b), SJCB shall not, and shall cause its Subsidiaries and each of their respective officers, directors and employees not to, and will not authorize any investment bankers, financial advisors, attorneys, accountants, consultants, affiliates or other agents of SJCB or any of SJCB’s Subsidiaries (collectively, the “SJCB Representatives”) to, directly or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than TCBS) any information or data with respect to SJCB or any of its Subsidiaries or otherwise relating to an Acquisition Proposal; (iii) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which SJCB is a party; or (iv) enter into any agreement, confidentiality agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal.  Any violation of the foregoing restrictions by any of the SJCB Representatives, whether or not such SJCB Representative is so authorized and whether or not such SJCB Representative is purporting to act on behalf of SJCB or otherwise, shall be deemed to be a breach of this Agreement by SJCB.  SJCB and its Subsidiaries shall, and shall cause each of the SJCB Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal.

(b)Notwithstanding Section 5.08(a) or any other provision of this Agreement, prior to the date of the SJCB Meeting, SJCB may take any of the actions described in Section 5.08(a) if, but only if, (i) SJCB has received a bona fide unsolicited written Acquisition Proposal that did not result from a breach of Section 5.08(a); (ii) the board of directors of SJCB reasonably determines in good faith, after consultation with and having considered the advice of its outside financial advisor and outside legal counsel, that (A) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (B) the failure to take such actions would cause it to breach its fiduciary duties to SJCB’s shareholders under applicable Law; (iii) SJCB has provided TCBS with at least three (3) Business Days’ prior notice of such determination; and (iv) prior to furnishing or affording access to any information or data with respect to SJCB or any of its Subsidiaries or otherwise relating to an Acquisition Proposal, SJCB receives from such Person a confidentiality agreement with terms no less favorable to SJCB than those contained in the confidentiality agreement with TCBS.  SJCB shall promptly provide to TCBS any non-public information regarding SJCB or its Subsidiaries provided to any other Person which was not previously provided to TCBS, such additional information to be provided no later than the date of provision of such information to such other party.

(c)SJCB shall promptly (and in any event within twenty-four (24) hours) notify TCBS in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, SJCB or the SJCB

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Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other electronic communications) except to the extent that such materials constitute confidential information of the party making such offer or proposal under an effective confidentiality agreement).  SJCB agrees that it shall keep TCBS informed, on a reasonably current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request).

(d)Neither the board of directors of SJCB nor any committee thereof shall (i) withdraw, qualify, amend or modify, or propose to withdraw, qualify, amend or modify, in a manner adverse to TCBS in connection with the transactions contemplated by this Agreement (including the Mergers), the SJCB Recommendation; (ii) fail to reaffirm the SJCB Recommendation within three (3) Business Days following a request by TCBS, or make any statement, filing or release, in connection with the SJCB Meeting or otherwise, inconsistent with the SJCB Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the SJCB Recommendation); (iii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal; or (iv) enter into (or cause SJCB or any of its Subsidiaries to enter into) any letter of intent, agreement in principle, acquisition agreement or other agreement (A) related to any Acquisition Transaction (other than a confidentiality agreement entered into in accordance with the provisions of Section 5.08(b)) or (B) requiring SJCB to abandon, terminate or fail to consummate the Mergers or any other transaction contemplated by this Agreement.

(e)Notwithstanding Section 5.08(d), prior to the date of the SJCB Meeting, the board of directors of SJCB may withdraw, qualify, amend or modify the SJCB Recommendation (a “SJCB Subsequent Determination”), or terminate this Agreement in order to concurrently enter into an Agreement with respect to a Superior Proposal, after the fifth (5th) Business Day following TCBS’s receipt of a notice (the “Notice of Superior Proposal”) from SJCB advising TCBS that the board of directors of SJCB has decided (in good faith after consultation with its outside legal counsel and financial advisor) that a bona fide unsolicited written Acquisition Proposal that it received (that did not result from a breach of Section 5.08(a)) constitutes a Superior Proposal if, but only if, (i) the board of directors of SJCB has determined in good faith, after consultation with and having considered the advice of outside legal counsel and its financial advisor, that the failure to take such actions would to cause it to violate its fiduciary duties to SJCB’s shareholders under applicable Law, (ii) during the five (5) Business Day period after receipt of the Notice of Superior Proposal by TCBS (the “Notice Period”), SJCB and the board of directors of SJCB shall have cooperated and negotiated in good faith with TCBS to make such adjustments, modifications or amendments to the terms and conditions of this Agreement as would enable SJCB to proceed with the SJCB Recommendation without a SJCB Subsequent Determination; provided, however, TCBS shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement and (iii) at the end of the Notice Period, after taking into account any such adjusted, modified or amended terms as may have been proposed by TCBS since its receipt of such Notice of Superior Proposal, the board of directors of SJCB has again in good faith made the determination (A) in clause (i) of this Section 5.08(e) and (B) that such Acquisition

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Proposal constitutes a Superior Proposal.  In the event of any material revisions to the Superior Proposal, SJCB shall be required to deliver a new Notice of Superior Proposal to TCBS and again comply with the requirements of this Section 5.08(e), except that the Notice Period shall be reduced to three (3) Business Days.

Section 5.09Indemnification.

(a)For a period of six (6) years from and after the Effective Time, and in any event subject to the provisions of Section 5.09(b)(iv), TCBS shall indemnify and hold harmless the present and former directors and officers of SJCB and its Subsidiaries (each an “Indemnified Party”), against all costs, expenses (including reasonable attorney’s fees), judgments, fines, losses, claims, damages, or liabilities or amounts that are paid in settlement (which settlement shall require the prior written consent of TCBS, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (each a “Claim”), arising out of actions or omissions of such persons in the course of performing their duties for SJCB or any of its Subsidiaries occurring at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time to the same extent permitted under the organizational documents of SJCB and its Subsidiaries on the date of this Agreement to the extent permitted by applicable Law; provided, however, notwithstanding anything to the contrary contained in the organizational documents of SJCB or its Subsidiaries, TCBS shall have no obligation to provide indemnification under this paragraph (a) to any Indemnified Party for any Excluded Claim.

(b)Any Indemnified Party wishing to claim indemnification under this Section 5.09 shall promptly notify TCBS upon learning of any Claim, provided, failure to so notify shall not affect the obligation of TCBS under this Section 5.09, unless, and only to the extent that, TCBS is materially prejudiced in the defense of such Claim as a consequence.  In the event of any such Claim (whether asserted or claimed prior to, at or after the Effective Time), (i) TCBS shall have the right to assume the defense thereof and TCBS shall not be liable to such Indemnified Parties for any legal expenses or other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, (ii) the Indemnified Parties will cooperate in the defense of any such matter, (iii) TCBS shall not be liable for any settlement effected without its prior written consent and (iv) TCBS shall have no obligation hereunder to any Indemnified Party if such indemnification would be in violation of any applicable federal or state banking Laws or regulations, or in the event that a federal or state banking agency or a court of competent jurisdiction shall determine that indemnification of an Indemnified Party in the manner contemplated hereby is prohibited by applicable Laws and regulations, whether or not related to banking Laws.

(c)At or prior to the Effective Time, SJCB shall purchase and fully prepay (such initial premium, the “Tail Premium”) for a period of not less than six (6) years after the Effective Time, past acts and extended reporting period insurance coverage under its current (i) directors and officers insurance (or comparable coverage) and (ii) cyber security or comparable coverage (provided, SJCB may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous), with respect to claims arising from facts or events which occurred prior to the Effective Time and covering

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persons who are currently covered by such insurance. Notwithstanding the foregoing, in the event the Tail Premium exceeds 200% of the annual premiums paid by SJCB for directors and officers insurance and cyber coverage in effect as of the date of this Agreement (the “Maximum Tail Premium”), TCBS may, at its option, require that SJCB obtain tail insurance coverage or a separate tail insurance policy with the greatest coverage available for a cost not exceeding the Maximum Tail Premium; provided, however, in the event that the Tail Premium of the full coverage described in this Section 5.09  exceeds the Maximum Tail Premium, TCBS may elect to obtain such full coverage, provided that TCBS shall be responsible for the aggregate amount of such Tail Premium that exceeds the Maximum Tail Premium and SJCB shall be responsible only for the aggregate amount of such Tail Premium up to the Maximum Tail Premium.

(d)This Section 5.09 shall survive the Effective Time.

Section 5.10Employees; Benefit Plans.

(a)Following the Effective Time, for a period the earlier of (i) twelve (12) months or (ii) as long as an employee of SJCB is a Covered Employee (as defined below), TCBS shall maintain or cause to be maintained employee benefit plans for the benefit of employees of SJCB who are full time employees of SJCB on the Closing Date and who become full-time employees of TCBS or any of its affiliates (“Covered Employees”) that provide employee benefits which, in the aggregate, are substantially comparable to the employee benefits and cash-based compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of TCBS and its affiliates; provided, however, in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of TCBS.  TCBS shall give the Covered Employees credit for their prior service with SJCB for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any employee benefit plan maintained by TCBS and in which Covered Employees may be eligible to participate.

(b)With respect to any employee benefit plan of TCBS that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year that includes the Closing, if Covered Employees are eligible to participate in such plans, TCBS shall use its commercially reasonable efforts to cause any pre-existing condition limitations, eligibility waiting periods or evidence of insurability requirements under such TCBS plan to be waived with respect to such Covered Employee and his or her covered dependents and to cause to be credited, for purposes of TCBS’s health plans, any deductibles or out of pocket expenses incurred by Covered Employees and their beneficiaries and dependents during the portion of the calendar year prior to their participation in TCBS’s health plans with the objective that there be no double counting during the year in which the Effective Time occurs of such deductibles or out of pocket expenses, to the extent such conditions were or would have been covered under the comparable SJCB Benefit Plan in which such Covered Employee participated immediately prior to the commencement of participation in the TCBS plan.

(c)SJCB shall adopt a resolution to terminate The Bank of San Jacinto County 401(k) Plan (the “SJCB 401(k) Plan”), effective no later than the date immediately preceding the Effective Time of the Merger, subject to the occurrence of the Effective Time.  SJCB shall provide TCBS with evidence that the SJCB 401(k) Plan has been terminated and provide copies of the appropriate resolutions terminating the plan (the form and substance of which shall be subject to

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review and approval by TCBS, which will not be unreasonably withheld) at least five (5) business days prior to the Effective Time. The accounts of all participants and beneficiaries in the SJCB 401(k) Plan shall become fully vested upon termination of such plan in accordance with applicable Law and the terms of the SJCB 401(k) Plan.

(d)Prior to the Effective Time, SJCB shall take, and shall cause its Subsidiaries to take, all reasonable actions requested by TCBS that may be necessary or appropriate to, conditioned on the occurrence of the Effective Time, (i) cause one or more SJCB Benefit Plans not covered above to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any SJCB Benefit Plan to cease as of the Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any SJCB Benefit Plan for such period as may be requested by TCBS, or (iv) facilitate the merger of any SJCB Benefit Plan into any employee benefit plan maintained by TCBS, in each case to the extent not otherwise prohibited by applicable Law or the applicable plan documents.  All resolutions, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 5.10(d) shall be subject to TCBS’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned or delayed.

(e)Each Covered Employee who is terminated within one year following the Effective Time (other than for cause, death, disability, normal retirement or voluntarily resignation) shall receive, within thirty (30) days following termination, a lump sum amount equal to two weeks of pay (based upon their annual salary as of the date thereof) for each year of service with SJCB and Target Bank, and TCBS, and any of their Affiliates, with a minimum of four weeks and a maximum of twenty weeks.  For purposes of calculating the number of years of service, fractional years of service shall be rounded up to the nearest full year for all purposes.  Following the Effective Time, TCBS shall assume and honor all SJCB Benefit Plans in accordance with their terms except for those SJCB Benefit Plans which have been terminated in accordance with Section 5.10(b) or (d) above.

(f)At the Effective Time, the agreements, plans and arrangements listed in SJCB Disclosure Schedule Section 5.10(f) shall be terminated and each person who is a party to any such agreement or participant in such plan or arrangement, as applicable, shall receive the amounts set forth opposite their names on SJCB Disclosure Schedule Section 5.10(f), subject to minimum applicable withholding Tax, in full payment of such agreements.  The termination and payout of such agreements shall be in accordance with Section 409A of the Code to prohibit any noncompliance therewith, to the extent applicable.

(g)Nothing in this Section 5.10 shall be construed to limit the right of TCBS (including, following the Closing Date, SJCB) to amend or terminate any SJCB Benefit Plan or other employee benefit plan, to the extent such amendment or termination is permitted by the terms of the applicable plan and applicable Law, nor shall anything in this Section 5.10 be construed to require TCBS (including, following the Closing Date, SJCB) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date, and the continued retention (or termination) by TCBS of any Covered Employee subsequent to the Effective Time shall be subject in all events to TCBS’s normal and customary employment

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procedures and practices, including customary background screening and evaluation procedures, and satisfactory employment performance.

(h)For purposes of this Section 5.10, (i) “employees of SJCB” shall include employees of SJCB or any of its Subsidiaries, (ii) “employees of TCBS” shall include employees of TCBS or any of its Subsidiaries, (iii) all references to SJCB shall include each of the Subsidiaries of SJCB (iv) all references to TCBS shall include each of the Subsidiaries of TCBS.

Section 5.11Notification of Certain Changes.  SJCB shall promptly advise TCBS of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which SJCB believes would, or which could reasonably be expected to, cause or constitute a material breach of any of SJCB’s or its respective Subsidiaries’ representations, warranties or covenants contained herein and SJCB shall provide on a periodic basis written notice to TCBS of any matters that SJCB becomes aware of that should be disclosed on a supplement or amendment to the SJCB Disclosure Schedule.  TCBS shall promptly advise SJCB of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect with respect to TCBS or which could reasonably be expected to materially impair TCBS’s ability to consummate the transactions contemplated hereby or to fund the Aggregate Merger Consideration.  Provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.11 or the failure of any condition set forth in Section 6.01 or Section 6.02 or Section 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied.

Section 5.12Transition; Informational Systems Conversion.  From and after the date hereof, TCBS and SJCB will use their commercially reasonable efforts to facilitate the integration of SJCB with the business of TCBS following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of SJCB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by TCBS, which planning shall include (a) discussion of third-party service provider arrangements of SJCB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and Software licenses used by SJCB and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time.  TCBS shall promptly reimburse SJCB on request for any reasonable and documented out-of-pocket fees, expenses or charges that SJCB may incur as a result of taking, at the request of TCBS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Section 5.13No Control of Other Party’s Business.  Nothing contained in this Agreement shall give TCBS, directly or indirectly, the right to control or direct the operations of SJCB or its Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give SJCB, directly or indirectly, the right to control or direct the operations of TCBS or its Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of SJCB and TCBS shall exercise,

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consistent with the terms and conditions of this Agreement, control and supervision over its and its Subsidiaries’ respective operations.

Section 5.14Certain Litigation.  SJCB shall promptly advise TCBS orally and in writing of any actual or threatened shareholder litigation against SJCB and/or the members of the board of directors of SJCB related to this Agreement or the Mergers and the other transactions contemplated by this Agreement.  SJCB shall (a) permit TCBS to review and discuss in advance, and consider in good faith the views of TCBS in connection with, any proposed written or oral response to such shareholder litigation; (b) furnish TCBS’s outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with such shareholder litigation; (c) consult with TCBS regarding the defense or settlement of any such shareholder litigation, shall give due consideration to TCBS’s advice with respect to such shareholder litigation and shall not settle any such litigation prior to such consultation and consideration; provided, however, that SJCB shall not settle any such shareholder litigation if such settlement requires the payment of money damages, without the written consent of TCBS (such consent not to be unreasonably withheld, conditioned or delayed) unless the payment of any such damages by SJCB is reasonably expected by SJCB, following consultation with outside counsel, to be fully covered (disregarding any deductible to be paid by SJCB) under SJCB’s existing director and officer insurance policies, including any tail policy.

Section 5.15Director Resignations.  SJCB will cause to be delivered to TCBS resignations of all the directors of SJCB and its Subsidiaries, such resignations to be effective as of the Effective Time.

Section 5.16Non-Competition and Non-Disclosure Agreement.  Concurrently with the execution and delivery of this Agreement and effective upon Closing, SJCB shall cause each director of SJCB and Target Bank who is not an executive officer of SJCB or Target Bank to execute and deliver the Non-Competition and Non-Disclosure Agreement in the form attached hereto as Exhibit E (collectively, the “SJCB Restrictive Covenant Agreements”).

Section 5.17Claims Letters.  Concurrently with the execution and delivery of this Agreement and effective upon the Closing, SJCB has caused each executive officer and director of SJCB and Target Bank to execute and deliver the Claims Letter in the form attached hereto as Exhibit F (collectively, the “Claims Letters”).

Section 5.18Coordination.

(a)Prior to the Effective Time, subject to applicable Laws, SJCB and its Subsidiaries shall take any actions TCBS may reasonably request from time to time to better prepare the Parties for integration of the operations of SJCB and its Subsidiaries with TCBS and its Subsidiaries, respectively.  Without limiting the foregoing, senior officers of SJCB and TCBS shall meet from time to time as TCBS may reasonably request, and in any event not less frequently than monthly, to review the financial and operational affairs of SJCB and its Subsidiaries, and SJCB shall give due consideration to TCBS’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, neither TCBS nor Target Bank shall under any circumstance be permitted to exercise control of SJCB or any of its Subsidiaries prior to the Effective Time. SJCB shall permit representatives of Broadstreet to be onsite at SJCB to facilitate

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integration of operations and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Target Bank’s business, during normal business hours and at the expense of TCBS or Target Bank (not to include Target Bank’s regular employee payroll).

(b)Prior to the Effective Time, subject to applicable Laws, SJCB and its Subsidiaries shall take any actions TCBS may reasonably request in connection with negotiating any amendments, modifications or terminations of any Leases or SJCB Material Contracts that TCBS may request, including actions necessary to cause any such amendments, modifications or terminations to become effective prior to (to the extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the Closing, and shall cooperate with TCBS and will use its commercially reasonable efforts to negotiate specific provisions that may be requested by TCBS in connection with any such amendment, modification or termination.

(c)From and after the date hereof, subject to applicable Laws, the Parties shall reasonably cooperate (provided that the Parties shall cooperate to reasonably minimize disruption to SJCB’s or Target Bank’s business) with each other in preparing for the prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and SJCB shall, upon TCBS’s reasonable request, introduce TCBS and its representatives to suppliers of SJCB and its Subsidiaries for the purpose of facilitating the integration of SJCB and its business into that of TCBS.  In addition, after satisfaction of the conditions set forth in Section 6.01(a) and Section 6.01(b), subject to applicable Laws, SJCB shall, upon TCBS’s reasonable request, introduce TCBS and its representatives to customers of SJCB and its Subsidiaries for the purpose of facilitating the integration of SJCB and its business into that of TCBS.  Any interaction between TCBS and SJCB’s and any of its Subsidiaries’ customers and suppliers shall be coordinated by SJCB.  SJCB shall have the right to participate in any discussions between TCBS and SJCB’s customers and suppliers.

(d)TCBS and SJCB agree to take all action necessary and appropriate to cause Target Bank to merge with Broadstreet in accordance with applicable Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

Section 5.19Pre-Closing Distribution.  In the event the Target Bank’s tangible equity capital exceeds nine percent (9.0%) of its total assets, five (5) Business Days before the Closing Date, the Target Bank shall, upon Broadstreet’s request, declare and pay, immediately prior to the Closing Date, a special dividend to SJCB in an aggregate amount equal to such excess.

Section 5.20Transaction Expenses. The Transaction Expense Estimate is a reasonable good-faith estimate of costs and fees SJCB or Target Bank expect to pay to retained representatives in connection with the transactions contemplated by this Agreement, exclusive of any costs that may be incurred by SJCB or Target Bank as a result of any litigation which may arise in connection with this Agreement (the “Transaction Expenses”). SJCB and Target Bank shall use commercially reasonable efforts to cause the aggregate amount of all Transaction Expenses to not exceed the total expenses disclosed in the Transaction Expense Estimate. Notwithstanding anything to the contrary in this Section 5.20, SJCB and Target Bank shall not incur any investment

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banking, brokerage, finders or other similar financial advisory fees in connection with the transactions contemplated by this Agreement other than those expressly set forth in the Transaction Expense Estimate.

Section 5.21Confidentiality.  Prior to the execution of this Agreement and prior to the consummation of the Mergers, subject to applicable Laws, each of TCBS and SJCB, and their respective Subsidiaries, affiliates, officers, directors, agents, employees, consultants and advisors have provided, and will continue to provide one another with information which may be deemed by the party providing the information to be non-public, proprietary and/or confidential, including trade secrets of the disclosing party.  Each Party agrees that it will, and will cause its representatives to, hold any information obtained pursuant to this Article V in accordance with the terms of the Mutual Non-Disclosure and Confidentiality Agreement, dated as of May 26, 2026, by and between TCBS and SJCB.

Section 5.22Tax Matters.

(a)SJCB shall prepare or cause to be prepared and timely file or cause to be timely filed, all Tax Returns for SJCB and its Subsidiaries that are due after the date hereof but on or prior to the Closing Date (giving effect to any validly obtained extension).  Each such Tax Return shall be prepared on a basis consistent with past practices except as otherwise required by applicable Law.  SJCB shall submit each such Tax Return to TCBS for review and comment (which comments SJCB shall consider in good faith) as soon as reasonably practicable prior to the filing thereof (giving effect to any validly obtained extension).

(b)Denny Clark (the “SJCB Tax Representative”) shall cause to be prepared any income Tax Returns of SJCB and its Subsidiaries for any taxable period ending on or prior to the Closing Date (a “Pre-Closing Tax Period”) for which the items of income, deductions, credits, gains or losses are passed through to the owners of SJCB under applicable law (including, for the avoidance of doubt, IRS Form 1120-S) (a “Pass-Through Tax Return”).  With respect to each such Pass-Through Tax Return to be prepared by the SJCB Tax Representative pursuant to the preceding sentence, unless otherwise required under applicable law or provided in this Agreement, such Tax Return shall be prepared in a manner consistent with past practice of SJCB and its Subsidiaries, and TCBS and its Affiliates shall reasonably cooperate with such preparation as reasonably requested by the SJCB Tax Representative.  At least thirty (30) days prior to filing any Tax Return prepared by the SJCB Tax Representative pursuant to this Section 5.22(b), the SJCB Tax Representative shall provide a draft of such Tax Return to TCBS for review and comment, and the SJCB Tax Representative shall consider in good faith all reasonable changes suggested by TCBS to any such Tax Return.  TCBS shall timely file or cause to be filed (taking into account all extensions properly obtained) with the applicable taxing authority each such Pass-Through Tax Return as prepared by the SJCB Tax Representative pursuant to this Section 5.22(b).  Each party shall bear its own fees and expenses incurred pursuant to this Section 5.22(b).

(c)As a result of the Merger, the taxable year of SJCB shall close for federal income Tax purposes at the end of the day on the Closing Date. The parties shall cause the allocation of income, gain, loss, deduction and credit between the final “S short year” and any successor period to be made on the basis of a closing of the books as of the end of the Closing Date pursuant to Sections 1362(e)(3) and 1377(a)(2) of the Code (and any comparable provision of state or local

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Law), and each party shall take, and cause its Affiliates to take, all actions and execute all consents and elections reasonably necessary to give effect to the foregoing.

(d)TCBS shall notify the SJCB Tax Representative within fifteen (15) days upon the receipt of any notice, or becoming aware, of any audit or other similar examination with respect to a Pass-Through Tax Return of SJCB or any of its Subsidiaries for any Pre-Closing Tax Period (a “Tax Contest”).  The SJCB Tax Representative shall control (with representatives of its choosing), at its own expense, any Tax Contest; provided that (i) TCBS shall be kept fully informed as to the conduct of such Tax Contest, (ii) TCBS shall have the right to participate in any such Tax Contest with counsel of its own choosing at its own expense, and (iii) the SJCB Tax Representative shall not settle or compromise any such Tax Contest without the prior written consent of TCBS (not to be unreasonably withheld, conditioned or delayed).

(e)The Parties and the SJCB Tax Representative shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to Taxes, in each case, with respect to SJCB and its Subsidiaries for any taxable period (or portion thereof) ending on or prior to the Closing Date. Such cooperation shall include the retention and, upon the other Party’s request, provision of records and information that are reasonably relevant to any such audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information or explanation.

(f)TCBS and SJCB further agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby).

(g)All tax sharing, allocation, indemnity and similar agreements involving SJCB or any of its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, SJCB and its Subsidiaries shall not be bound thereby or have any liability thereunder.

(h)All transfer, documentary, excise, sales, use, value added, registration, stamp, recording, property and other similar Taxes and fees (including any penalties and interest) applicable to, imposed upon, or arising out of the transactions contemplated by this Agreement shall be borne equally by TCBS and the holders of SJCB Stock as of immediately prior to the Effective Time when due.  Each party will each use its commercially reasonable efforts to avail itself of any available exemptions from any such Taxes.

(i)The Aggregate Merger Consideration and other relevant items treated as purchase price for U.S. federal income tax purposes shall be allocated among the applicable assets of SJCB and its Subsidiaries for all Tax purposes in accordance with the methodology set forth on SJCB Disclosure Schedule Section 5.22 and following the procedures of this Section 5.22(h), which shall be considered consistent with Section 1060 of the Code and the Regulations promulgated thereunder.  Within one hundred and twenty (120) days after the Closing Date, TCBS shall deliver to the SJCB Tax Representative a draft allocation setting forth TCBS’s proposed allocation of the Aggregate Merger Consideration (and all other capitalizable costs) among the applicable assets of SJCB and its Subsidiaries as of the Closing Date (“TCBS’s Allocation”) in accordance with the

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methodology set forth on SJCB Disclosure Schedule Section 5.22.  The SJCB Tax Representative shall have thirty (30) days to provide TCBS, in writing, with any disagreements regarding TCBS’s Allocation (“SJCB’s Allocation Notice”).  If the SJCB Tax Representative timely delivers to TCBS SJCB’s Allocation Notice, TCBS and the SJCB Tax Representative agree to cooperate in good faith for a period of twenty (20) days following such delivery to resolve any such disagreements, provided that if SJCB’s Allocation Notice is timely delivered and TCBS and the SJCB Tax Representative are unable to reach agreement within such twenty (20) day period, TCBS and the SJCB Tax Representative shall jointly retain the a mutually agreed upon independent accounting firm (the “Independent Accountant”) to resolve the disputed items in a manner consistent with the allocation methodology set forth on SJCB Disclosure Schedule Section 5.22.  The fees and expenses of the Independent Accountant shall be borne by TCBS, on the one hand, and the SJCB Tax Representative, on the other hand, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the Independent Accountant as provided in this Section 5.22(i).  TCBS’s Allocation, if no SJCB’s Allocation Notice is timely received, as revised by mutual agreement of the parties or pursuant to the determination of the Independent Accountant (the “Final Allocation”) shall be final and binding.  The Parties shall file any Tax Returns (including IRS Form 8594) and any other governmental filings on a basis consistent with such Final Allocation and shall not take any position inconsistent with the Final Allocation in any Tax proceeding or otherwise.  The Parties shall make appropriate adjustments to the Final Allocation to reflect any adjustments to the Aggregate Merger Consideration pursuant to this Agreement.

(j)The Parties agree that for all income tax purposes (i) the Merger of SJCB with and into TCBS shall be treated as taxable sale of all of the assets of SJCB and its Subsidiaries by SJCB to the TCBS followed by SJCB’s liquidation and (ii) the Bank Merger shall be treated as a tax-free contribution of all of the assets of Target Bank to Broadstreet under Section 351 of the Code, and Parties agree to file all Tax Returns and take Tax positions consistent therewith unless otherwise required pursuant to a determination within the meaning of Section 1313(a) of the Code.

(k)Notwithstanding anything to the contrary in Section 2.01, at the Closing, TCBS shall cause the Paying Agent to withhold from the Aggregate Merger Consideration otherwise payable to the holders of SJCB Stock, and to deliver to the SJCB Tax Representative, an amount equal to $15,000 (the “Tax Expense Fund”), which shall be held and administered by the SJCB Tax Representative for the benefit of the holders of SJCB Stock.  The Tax Expense Fund shall be used solely to pay the fees, costs and expenses incurred by the SJCB Tax Representative in the performance of its duties under this Section 5.22, including the preparation and filing of any Pass-Through Tax Return, the determination of the Final Allocation under Section 5.22(i), and the conduct, settlement or defense of any Tax Contest.  Any withholding of the Tax Expense Fund from the Aggregate Merger Consideration shall reduce, on a pro rata basis, the Per Share Merger Consideration otherwise payable to each holder of SJCB Stock, and neither TCBS nor the Surviving Entity shall have any liability with respect to, or any obligation to fund, the Tax Expense Fund beyond the amount so withheld.  Promptly following the later of (i) the filing of all Pass-Through Tax Returns and other Tax Returns required to be prepared by the SJCB Tax Representative pursuant to this Section 5.22, and (ii) the final resolution of all Tax Contests, the SJCB Tax Representative shall distribute any remaining balance of the Tax Expense Fund, net of any unpaid or accrued fees, costs and expenses, to the Paying Agent for distribution to the holders of SJCB Stock as of immediately prior to the Effective Time, on a pro rata basis in accordance

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with their respective holdings of SJCB Stock.  The SJCB Tax Representative shall not be liable to any holder of SJCB Stock for any action taken or omitted to be taken in connection with the administration of the Tax Expense Fund, except to the extent arising from the SJCB Tax Representative’s gross negligence, bad faith or willful misconduct.  This Section 5.22(k) shall survive the Closing. For U.S. federal income tax purposes, the Parties intend that the Tax Expense Fund be treated as having been paid to the holders of SJCB Stock as of the Closing upon the Closing.

Section 5.23SJCB Employment and Change in Control Agreements.  SJCB and Target Bank, through their respective board of directors or the appropriate committee thereof, shall deliver to applicable employees written notice of termination of any applicable deferred compensation, change-in-control, employment or other similar agreements, as required pursuant to the terms of such agreements, so that no such employment agreement will renew beyond its current term; provided, that any such notice of termination shall be contingent upon and effective only upon the occurrence of the Closing, and in the event the transactions contemplated by this Agreement are not consummated, such notices shall be deemed withdrawn and of no further force or effect.

Article VI

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CONDITIONS TO CONSUMMATION OF THE MERGER

Section 6.01Conditions to Obligations of the Parties to Effect the Merger.  The respective obligations of the Parties to consummate the Mergers are subject to the fulfillment or, to the extent permitted by applicable Law, written waiver by the Parties prior to the Closing Date of each of the following conditions:

(a)Shareholder Vote.  This Agreement and the transactions contemplated hereby, as applicable, shall have received the Requisite SJCB Shareholder Approval at the SJCB Meeting.

(b)Regulatory Approvals; No Burdensome Condition.  All Regulatory Approvals required to consummate the Mergers in the manner contemplated herein shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof, if any, shall have expired or been terminated, and no such Regulatory Approval includes or contains, or shall have resulted in the imposition of, any Burdensome Condition.

(c)No Injunctions or Restraints; Illegality.  No judgment, order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of any of the transactions contemplated hereby shall be in effect.  No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of any of the transactions contemplated hereby.

Section 6.02Conditions to Obligations of SJCB.  The obligations of SJCB to consummate the Merger also are subject to the fulfillment or written waiver by SJCB prior to the Closing Date of each of the following conditions:

(a)Representations and Warranties.  The representations and warranties of TCBS (i) set forth in Section 4.01, Section 4.02, and Section 4.03 shall be true and correct in all material

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respects as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), and (ii) set forth in this Agreement, other than those sections specifically identified in clause (i) of this Section 6.02(a), shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (ii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to TCBS.  SJCB shall have received a certificate signed by the Chief Executive Officer of TCBS to the foregoing effect.

(b)Performance of Obligations of TCBS.  TCBS shall have performed and complied with all of its obligations under this Agreement in all material respects at or prior to the Closing Date except where the failure of the performance of, or compliance with, such obligation has not had and does not have a Material Adverse Effect on TCBS, and SJCB shall have received a certificate, dated the Closing Date, signed by TCBS’s Chief Executive Officer and the Chief Financial Officer to such effect.

(c)No Material Adverse Effect.  Since the date of this Agreement (i) no change or event has occurred which has resulted in TCBS or Broadstreet being subject to a Material Adverse Effect and (ii) no condition, event, fact, circumstance or other occurrence has occurred that may reasonably be expected to have or result in such parties being subject to a Material Adverse Effect.

Section 6.03Conditions to Obligations of TCBS.  The obligations of TCBS to consummate the Merger also are subject to the fulfillment or written waiver by TCBS prior to the Closing Date of each of the following conditions:

(a)Representations and Warranties.  The representations and warranties of SJCB (i) set forth in Section 3.02(a) and Section 3.09(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made as of the Closing Date, (ii) set forth in the first sentence of Section 3.01, Section 3.04(a), Section 3.05 and Section 3.14 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (iii) set forth in this Agreement, other than those sections specifically identified in clauses (i) or (ii) of this Section 6.03(a), shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to SJCB.  TCBS shall have received a certificate signed on behalf of SJCB by the Chief Executive Officer or the Chief Financial Officer of SJCB to the foregoing effect.

(b)Performance of Obligations of SJCB.  SJCB shall have performed and complied with all of its obligations under this Agreement in all material respects at or prior to the Closing

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Date, and TCBS shall have received a certificate, dated the Closing Date, signed on behalf of SJCB by SJCB’s Chief Executive Officer to such effect.

(c)No Material Adverse Effect.  Since the date of this Agreement (i) no change or event has occurred which has resulted in SJCB or any of its Subsidiaries being subject to a Material Adverse Effect and (ii) no condition, event, fact, circumstance or other occurrence has occurred that would reasonably be expected to have or result in such parties being subject to a Material Adverse Effect.

(d)Plan of Bank Merger.  Except as otherwise contemplated by Section 1.04, the Plan of Bank Merger shall have been executed and delivered.

(e)Dissenting Shares.  The Dissenting Shares shall be less than ten percent (10%) of the issued and outstanding shares of SJCB Common Stock.

(f)Consents and Approvals.  SJCB has received, in form and substance satisfactory to SJCB and TCBS, all consents, approvals, waivers and other assurances from all non-governmental third parties which are required to be obtained under the terms of any contract, agreement or instrument to which SJCB or any of its Subsidiaries is a party or by which any of their respective properties is bound in order to prevent the consummation of the transactions contemplated by this Agreement from constituting a default under such contract, agreement or instrument or creating any lien, claim or charge upon any of the material assets of SJCB or any of its Subsidiaries.

(g)FIRPTA Certification.  TCBS shall have received from SJCB a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter, which shall state that shares of capital stock of SJCB do not constitute “United States real property interests” under Section 897(c) of the Code, for purposes of satisfying TCBS’s obligations under Treasury Regulations Section 1.1445-2(c)(3).  In addition, simultaneously with delivery of such notification letter, SJCB shall have provided to TCBS, as agent for SJCB, a form of notice to the IRS in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), along with written authorization for TCBS to deliver such notice form to the IRS on behalf of the SJCB upon the Closing.

Section 6.04Frustration of Closing Conditions.  Neither TCBS nor SJCB may rely on the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was caused by such Party’s failure to use its reasonable best efforts

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to consummate any of the transactions contemplated hereby, as required by and subject to Section 5.03.

Article VII

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TERMINATION

Section 7.01Termination.  This Agreement may be terminated, and the transactions contemplated hereby may be abandoned:

(a)Mutual Consent.  At any time prior to the Effective Time, by the mutual consent, in writing, of TCBS and SJCB if the board of directors of TCBS and the board of directors of SJCB each so determines by vote of a majority of the members of its entire board.

(b)No Regulatory Approval.  By TCBS or SJCB, if either of their respective boards of directors so determines by a vote of a majority of the members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this Agreement shall have been denied by final, non-appealable action by such Governmental Authority or an application therefor shall have been permanently withdrawn at the request of a Governmental Authority.

(c)No Shareholder Approval.  By either TCBS or SJCB (provided, in the case of SJCB, that it shall not be in breach of any of its obligations under Section 5.04), if the Requisite SJCB Shareholder Approval at the SJCB Meeting shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of such shareholders or at any adjournment or postponement thereof.

(d)Breach of Representations and Warranties.  By either TCBS or SJCB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein in a manner that would entitle the other party to not consummate this Agreement) if there shall have been (i) with respect to representations and warranties set forth in this Agreement that are not qualified by the term “material” or do not contain terms such as “Material Adverse Effect,” a material breach of any of such representations or warranties by the other party and (ii) with respect to representations and warranties set forth in this Agreement that are qualified by the term “material” or contain terms such as “Material Adverse Effect,” any breach of any of such representations or warranties by the other Party; which breach is not cured prior to the earlier of (y) thirty (30) days following written notice to the Party committing such breach from the other Party or (z) two (2) Business Days prior to the Expiration Date, or which breach, by its nature, cannot be cured prior to the Closing.

(e)Breach of Covenants.  By either TCBS or SJCB (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein in a manner that would entitle the other Party not to consummate the agreement) if there shall have been a material breach of any of the covenants or agreements set forth in this Agreement on the part of the other Party, which breach shall not have been cured prior to the earlier of (i) thirty (30) days following written notice to the Party committing such breach from the other

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Party or (ii) two (2) Business Days prior to the Expiration Date, or which breach, by its nature, cannot be cured prior to the Closing.

(f)Delay.  By either TCBS or SJCB if the Merger shall not have been consummated on or before February 28, 2027, provided, such date will be automatically extended to May 31, 2027, if the only outstanding conditions to Closing under Article VI are (i) the receipt of all Regulatory Approvals or (ii) other conditions that have not been satisfied as a result of the failure to receive all Regulatory Approvals (the “Expiration Date”), unless the failure of the Closing to occur by such date shall be due to a material breach of this Agreement by the Party seeking to terminate this Agreement.

(g)Failure to Recommend; Etc.  In addition to and not in limitation of TCBS’s termination rights under Section 7.01(d) and Section 7.01(e), by TCBS if (i) there shall have been a material breach of Section 5.08, or (ii) the board of directors of SJCB (A) withdraws, qualifies, amends, modifies or withholds the SJCB Recommendation, or makes any statement, filing or release, in connection with the SJCB Meeting or otherwise, inconsistent with the SJCB Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the SJCB Recommendation), (B) materially breaches its obligation to call, give notice of and commence the SJCB Meeting under Section 5.04(a), (C) approves or recommends an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business Days of being requested to do so by TCBS, (E) fails to publicly reconfirm the SJCB Recommendation within three (3) Business Days of being requested to do so by TCBS, or (F) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing actions.

(h)Superior Proposal.  By SJCB, at any time prior to obtaining the Requisite SJCB Shareholder Approval, for the purpose of entering into a definitive agreement with respect to a Superior Proposal; provided, SJCB shall not be in breach of any of its obligations under Section 5.04 or Section 5.08 of this Agreement; provided further, any such purported termination pursuant to this Section 7.01(h) shall be void and of no force or effect unless SJCB has paid the Termination Fee in accordance with Section 7.02.

Section 7.02Termination Fee.

(a)In recognition of the efforts, expenses and other opportunities foregone by TCBS while structuring and pursuing the Merger, SJCB shall pay to TCBS a termination fee equal to $550,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by TCBS in the event (i) TCBS terminates this Agreement pursuant to Section 7.01(g), in which case SJCB shall pay TCBS the Termination Fee within one (1) Business Day after receipt of TCBS’s notification of such termination; (ii) SJCB terminates this Agreement pursuant to Section 7.01(h), in which case SJCB shall pay TCBS the Termination Fee concurrently with SJCB’s notification of such termination; and (iii) after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal has been made known to senior management of SJCB or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to SJCB and (A) thereafter this Agreement is terminated (x) by either TCBS or SJCB pursuant to Section 7.01(c)

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because the Requisite SJCB Shareholder Approval shall not have been obtained or (y) by TCBS pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, SJCB enters into any agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), in which case SJCB shall pay TCBS the Termination Fee on the earlier of the date it enters into such agreement and the date of consummation of such transaction; provided, for purposes of this Section 7.02(a)(iii), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%.”

(b)SJCB and TCBS each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, TCBS would not enter into this Agreement; accordingly, if SJCB fails promptly to pay any amounts due under this Section 7.02, SJCB shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of TCBS (including legal fees and expenses) in connection with such suit.

(c)Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that, if SJCB pays or causes to be paid to TCBS the Termination Fee in accordance with Section 7.02(a), SJCB (or any successor in interest of SJCB) will not have any further obligations or liabilities to TCBS with respect to this Agreement or the transactions contemplated by this Agreement.

Section 7.03Effect of Termination.  Except as set forth in Section 7.02(c), termination of this Agreement will not relieve a breaching party from liability for any breach of any covenant, agreement, representation or warranty of this Agreement (a) giving rise to such termination and (b) resulting from fraud or any willful and material breach.

Section 7.04Attorneys’ Fees.  In any action at law or suit in equity to enforce this Agreement or the rights of any of the Parties hereunder, the prevailing Party in such action or suit shall be entitled to receive its reasonable attorneys’ fees and costs and expenses incurred in such action or suit from the other Party.

Article VIII

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DEFINITIONS

Section 8.01Definitions.  The following terms are used in this Agreement with the meanings set forth below:

“Acquisition Proposal” means any inquiry, offer or proposal (other than an inquiry, offer or proposal from TCBS), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, an Acquisition Transaction.

“Acquisition Transaction” means (a) any transaction or series of transactions involving any merger, consolidation, recapitalization, share exchange, liquidation, dissolution or similar

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transaction involving SJCB or any of its Subsidiaries; (b) any transaction pursuant to which any third party or group acquires or would acquire (whether through sale, lease or other disposition), directly or indirectly, the assets of SJCB or any of its Subsidiaries constituting, in the aggregate, 20% or more of the fair value of the consolidated assets of SJCB; (c) any issuance, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities) representing 20% or more of the votes attached to the outstanding securities of SJCB or any of its Subsidiaries; (d) any tender offer or exchange offer that, if consummated, would result in any third party or group beneficially owning 20% or more of any class of equity securities of SJCB or any of its Subsidiaries; or (e) any transaction which is similar in form, substance or purpose to any of the foregoing transactions, or any combination of the foregoing.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person.  As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Merger Consideration” has the meaning set forth in Section 2.01(a).

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Certificate of Merger” has the meaning set forth in Section 1.05(a).

“ASC 320” means GAAP Accounting Standards Codification Topic 320.

“Associate” when used to indicate a relationship with any Person means (a) any corporation or organization (other than SJCB or any of its Subsidiaries) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (b) any trust or other estate in which such Person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity, or (c) any relative or family member of such Person.

“ASTM” has the meaning set forth in Section 1.05(a).

“Bank Merger” has the meaning set forth in Section 1.04.

“Bank Plan of Merger” has the meaning set forth in Section 1.04.

“Bank Secrecy Act” means the Bank Secrecy Act of 1970, as amended.

“BOLI” has the meaning set forth in Section 3.33(b).

“Broadstreet” has the meaning set forth in Section 1.04.

“Burdensome Condition” has the meaning set forth in Section 5.05(a).

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“Business Day” means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. government or any day on which banking institutions in the State of Texas are authorized or obligated to close.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136), as amended and supplemented, and any administrative or other guidance published with respect thereto by any Governmental Authority (including IRS Notices 2020-22 and 2020-65), or any other law (including the Consolidated Appropriations Act, 2021 (Pub. L. 116-260) and the American Rescue Plan Act of 2021 (Pub. L. 117-2)) or executive order or executive memorandum (including the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020) intended to address the consequences of COVID-19 (in each case, including any comparable provisions of state, local or foreign law and including any related or similar orders or declarations from any Governmental Authority).

“Certificate” has the meaning set forth in Section 2.03.

“Claim” has the meaning set forth in Section 5.09(a).

“Claims Letters” has the meaning set forth in Section 5.17.

“Closing” and “Closing Date” have the meanings set forth in Section 1.05(b).

“Code” means the Internal Revenue Code of 1986, as amended.

“Community Reinvestment Act” means the Community Reinvestment Act of 1977, as amended.

“Controlled Group Members” means any of SJCB’s related organizations described in Code Sections 414(b), (c) or (m).

“Covered Employees” has the meaning set forth in Section 5.10(a).

“Deposit Retention Agreement” has the meaning set forth in the recitals to this Agreement.

“Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to any such transaction or transactions.

“Dissenting Shares” has the meaning set forth in Section 2.02.

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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“Effective Time” has the meaning set forth in Section 1.05(a).

“Employment Matters” means all matters relating to the employment or engagement of labor or workers, including matters relating to discrimination or harassment in employment; terms and conditions of employment; termination of employment; wages; overtime classification; pay transparency; hours; meal and rest breaks; employee leave requirements; child labor; occupational safety and health; plant closings; mass layoffs; employee whistle-blowing; immigration and employment eligibility verification; employee privacy; employee training; employee wage statements; biometric screening of employees; use of artificial intelligence and automated decision-making regarding employees and applicants; diversity, equity, and inclusion policies and initiatives; diversity, equity, and inclusion matters; background checks and other consumer reports regarding employees and applicants; employment practices; negligent hiring or retention; affirmative action and other employment-related obligations on federal contractors and subcontractors; prevailing wages; classification of employees, consultants and independent contractors; labor relations; collective bargaining; unemployment insurance; the collection and payment of withholding and/or social security taxes and any similar tax; and workers’ compensation.

“Enforceability Exception” has the meaning set forth in Section 3.05.

“Environmental Law” means any federal, state or local Law, regulation, order, decree, permit, authorization, opinion or agency requirement relating to (a) pollution, the protection or restoration of the indoor or outdoor environment, human health and safety, or natural resources, (b) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance, or (c) any injury or threat of injury to persons or property in connection with any Hazardous Substance.  The term Environmental Law includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues (x) Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, as amended, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq.; the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 1101, et seq.; the Safe Drinking Water Act; 42 U.S.C. § 300f, et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq.; (y) common Law that may impose liability (including strict liability) or obligations for injuries or damages due to the presence of or exposure to any Hazardous Substance.

“Equal Credit Opportunity Act” means the Equal Credit Opportunity Act, as amended.

“Equity Capital” means the sum of the common stock, capital surplus and retained earnings of SJCB, excluding unrealized securities gains or losses, on a consolidated basis, as determined pursuant to GAAP, excluding accumulated and other comprehensive income.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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“ERISA Affiliate” has the meaning set forth in Section 3.15(a).

“Excluded Claim” means (i) any Claim brought by any Indemnified Party against any other Indemnified Party or TCBS or its Subsidiaries (or their respective successors) or (ii) any Claim brought by TCBS or its Subsidiaries (or their respective successors) against any Indemnified Party.

“Expiration Date” has the meaning set forth in Section 7.01(f).

“Fair Credit Reporting Act” means the Fair Credit Reporting Act, as amended.

“Fair Housing Act” means the Fair Housing Act, as amended.

“FDIA” has the meaning set forth in Section 3.28.

“FDIC” means the Federal Deposit Insurance Corporation.

“FFIEC” means the Federal Financial Institutions Examination Council.

“Final Allocation” has the meaning set forth in Section 5.22(i).

“FINRA” means the Financial Industry Regulatory Authority.

“FRB” means the Board of Governors of the Federal Reserve System.

“GAAP” means generally accepted accounting principles in the United States of America, applied consistently with past practice, including with respect to quantity and frequency.

“Governmental Authority” means any U.S. or foreign federal, state or local governmental commission, board, body, bureau or other regulatory authority or agency, including courts and other judicial bodies, bank regulators, insurance regulators, applicable state securities authorities, the SEC, the IRS or any self-regulatory body or authority, including any instrumentality or entity designed to act for or on behalf of the foregoing.

“Hazardous Substance” means any and all substances (whether solid, liquid or gas) defined, listed, or otherwise regulated as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, flammable or explosive materials, radioactive materials or words of similar meaning or regulatory effect under any present or future Environmental Law or that may have a negative impact on human health or the environment, including petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives, mold, mycotoxins, microbial matter and airborne pathogens (naturally occurring or otherwise).  Hazardous Substance does not include substances of kinds and in amounts ordinarily and customarily used or stored for the purposes of cleaning or other maintenance or operations.

“Holder” means the holder of record of shares of SJCB Common Stock.

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“Home Mortgage Disclosure Act” means Home Mortgage Disclosure Act of 1975, as amended.

“Indemnified Party” has the meaning set forth in Section 5.09(a).

“Independent Accountant” has the meaning set forth in Section 5.22(i).

“Informational Systems Conversion” has the meaning set forth in Section 5.12.

“Insurance Policies” has the meaning set forth in Section 3.33(a).

“Intellectual Property” means (a) trademarks, service marks, trade names, Internet domain names, designs, logos, slogans, and general intangibles of like nature, together with all goodwill, registrations and applications related to the foregoing; (b) patents and industrial designs (including any continuations, divisionals, continuations-in-part, renewals, reissues, and applications for any of the foregoing); (c) copyrights (including any registrations and applications for any of the foregoing); (d) Software (excluding off-the-shelf Software); and (e) technology, trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, and methodologies.

“IRS” means the United States Internal Revenue Service.

“Knowledge” means, with respect to SJCB, the actual knowledge of Denny Clark and Cindy Manthey, after reasonable inquiry appropriate to the subject matter, and with respect to TCBS, the actual knowledge of Jason Sobel, Jason McCrary, Haskell Strange and Chaska Caraway, after reasonable inquiry appropriate to the subject matter.

“Law” means any federal, state, local or foreign Law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority that is applicable to the referenced Person.

“Leases” has the meaning set forth in Section 3.31(b).

“Liens” means any charge, mortgage, pledge, security interest, restriction, claim, lien or encumbrance, conditional and installment sale agreement, charge, claim, option, rights of first refusal, encumbrances, or security interest of any kind or nature whatsoever (including any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership).

“Litigation” means any action, arbitration, cause of action, lawsuit, enforcement action, claim, complaint, criminal prosecution, governmental or other examination or investigation, audit (other than regular audits of financial statements by outside auditors), compliance review, inspection, hearing, arbitration, administrative or other proceeding relating to or affecting a party or its business, records, policies, practices, actions, compliance with Law, assets (including contracts related to it), or the Mergers or other transactions described in this Agreement, but shall not include regular, periodic examinations of depository institutions and their affiliates by Governmental Authorities.

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“Loans” has the meaning set forth in Section 3.23(a).

“Manthey Employment Agreement” has the meaning set forth in the recitals to this Agreement.

“Material Adverse Effect” with respect to any Party means (i) any change, development or effect that individually or in the aggregate is, or is reasonably likely to be, material and adverse to the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties, or business of such Party and its Subsidiaries, taken as a whole, including a decline in Equity Capital (which, for purposes of this definition, shall be calculated without giving effect to (1) any Transaction Expenses paid or accrued by SJCB or Target Bank, (2) the change in control payment made to Cindy Manthey as set forth in SJCB Disclosure Schedule Section 5.01(c), (3) the Tail Premium, and (4) any distributions made pursuant to Section 5.01(b)(iii), in each case net of any related Tax effect) or Target Bank’s total deposits (excluding all deposit balances held by or for the benefit of East Texas Title, LLC, which deposit balances shall be disregarded both as of March 31, 2026, and as of the Closing Date), in each case of ten percent (10%) or more from March 31, 2026, to the Closing Date, or (ii) any change, development or effect that individually or in the aggregate would, or would be reasonably likely to, materially impair the ability of such Party to perform its obligations under this Agreement or otherwise materially impairs, or is reasonably likely to materially impair, the ability of such Party to consummate the Merger and the transactions contemplated hereby; provided, however, in the case of clause (i) only, a Material Adverse Effect shall not be deemed to include the impact of (A) changes after the date of this Agreement in banking and similar Laws of general applicability or interpretations thereof by Governmental Authorities (except to the extent that such change disproportionately adversely affects SJCB and its Subsidiaries or TCBS and its Subsidiaries, as the case may be, compared to other companies of similar size operating in the same industry in which SJCB and TCBS operate, in which case only the disproportionate effect will be taken into account), (B) changes after the date of this Agreement in GAAP or regulatory accounting requirements applicable to banks or bank holding companies generally (except to the extent that such change disproportionately adversely affects SJCB and its Subsidiaries or TCBS and its Subsidiaries, as the case may be, compared to other companies of similar size operating in the same industry in which SJCB and TCBS operate, in which case only the disproportionate effect will be taken into account), (C) changes after the date of this Agreement in global, national or regional political conditions (including the outbreak of war, acts of terrorism, epidemics, pandemics, or disease outbreaks (including the COVID-19 virus)) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally (except to the extent that such change disproportionately adversely affects SJCB and its Subsidiaries or TCBS and its Subsidiaries, as the case may be, compared to other companies of similar size operating in the same industry in which SJCB and TCBS operate, in which case only the disproportionate effect will be taken into account), (D) public disclosure of the transactions contemplated hereby or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent of the other party, or as otherwise expressly permitted or contemplated by this Agreement, (E) any failure by SJCB or TCBS to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect), and (F) the impact of

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this Agreement and the transactions contemplated hereby on relationships with customers or employees (including the loss of personnel subsequent to the date of this Agreement).

“Merger” has the meaning set forth in the recitals.

“Mergers” has the meaning set forth in the recitals.

“National Labor Relations Act” means the National Labor Relations Act, as amended.

“Tail Premium” has the meaning set forth in Section 5.09(c).

“TCBS” has the meaning set forth in the preamble to this Agreement.

“Notice of Superior Proposal” has the meaning set forth in Section 5.08(e).

“Notice Period” has the meaning set forth in Section 5.08(e).

“Observers” has the meaning set forth in Section 5.07(b).

“Ordinary Course of Business” means the ordinary, usual and customary course of business of SJCB and SJCB’s Subsidiaries consistent with past practice, including with respect to frequency and amount.

“OREO” has the meaning set forth in Section 3.23(b).

“Party” or “Parties” have the meaning set forth in the preamble.

“Pass-Through Tax Return” has the meaning set forth in Section 5.22(b).

“Paying Agent” means Broadstreet.

“Person” means any individual, bank, corporation, partnership, association, joint-stock company, business trust, limited liability company, unincorporated organization or other organization or firm of any kind or nature.

“Phase I” has the meaning set forth in Section 5.01(w).

“Pre-Closing Tax Period” has the meaning set forth in Section 5.22(b).

“Proxy Statement” means the proxy statement and other proxy solicitation materials of TCBS and SJCB relating to the SJCB Meeting.

“Regulations” means the final and temporary regulations promulgated under the Code by the United States Department of the Treasury.

“Regulatory Approvals” has the meaning set forth in Section 3.06.

“Requesting Party” has the meaning set forth in Section 1.06.

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“Requisite SJCB Shareholder Approval” means approval of this Agreement by a vote (in person or by proxy) of two thirds of the outstanding shares of SJCB Common Stock entitled to vote thereon at the SJCB Meeting.

“Rights” means, with respect to any Person, warrants, options, rights, convertible securities and other arrangements or commitments which obligate the Person to issue or dispose of any of its capital stock or other ownership interests.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Seller Benefit Plan” has the meaning set forth in Section 3.15(a).

“SJCB” has the meaning set forth in the preamble to this Agreement.

“SJCB 401(a) Plan” has the meaning set forth in Section 3.15(c).

“SJCB 401(k) Plan” has the meaning set forth in Section 5.10(c).

“SJCB Audited Financial Statements” has the meaning set forth in Section 3.07(a).

“SJCB Benefit Plans” has the meaning set forth in Section 3.15(a).

“SJCB Common Stock” has the meaning set forth in Section 3.02(a).

“SJCB Disclosure Schedule” has the meaning set forth in Article III.

“SJCB Employees” has the meaning set forth in Section 3.15(a).

“SJCB Financial Advisor” has the meaning set forth in Section 3.14.

“SJCB Financial Statements” has the meaning set forth in Section 3.07(a).

“SJCB Intellectual Property” means the Intellectual Property used in or held for use in the conduct of the business of SJCB and its Subsidiaries.

“SJCB Investment Securities” means the investment securities of SJCB and its Subsidiaries.

“SJCB Loan” has the meaning set forth in Section 3.23(c).

“SJCB Material Contract” has the meaning set forth in Section 3.12(a).

“SJCB Meeting” has the meaning set forth in Section 5.04(a).

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“SJCB PEO” has the meaning set forth in Section 3.15(a).

“SJCB PEO Plan” has the meaning set forth in Section 3.15(a).

“SJCB Preferred Stock” has the meaning set forth in Section 3.02(a).

“SJCB Recommendation” has the meaning set forth in Section 5.04(b).

“SJCB Regulatory Agreement” has the meaning set forth in Section 3.13.

“SJCB Representatives” has the meaning set forth in Section 5.08(a).

“SJCB Restrictive Covenant Agreements” has the meaning set forth in Section 5.16.

“SJCB’s Allocation Notice” has the meaning set forth in Section 5.22(i).

“SJCB Stock” means the SJCB Common Stock and the SJCB Preferred Stock.

“SJCB Stock Plans” means all equity plans of SJCB or any Subsidiary.

“SJCB Subsequent Determination” has the meaning set forth in Section 5.08(e).

“SJCB Tax Representative” has the meaning set forth in Section 5.22(b).

“SJCB Unaudited Financial Statements” has the meaning set forth in Section 3.07(a).

“SJCB Voting Agreement” or “SJCB Voting Agreements” shall have the meaning set forth in the recitals to this Agreement.

“Software” means computer programs, whether in source code or object code form (including any and all software implementation of algorithms, models and methodologies), databases and compilations (including any and all data and collections of data), and all documentation (including user manuals and training materials) related to the foregoing.

“SRO” has the meaning set forth in Section 3.06.

“Subsidiary” means, with respect to any party, any corporation or other entity of which a majority of the capital stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such party.  Any reference in this Agreement to a Subsidiary of SJCB means, unless the context otherwise requires, any current or former Subsidiary of SJCB.

“Superior Proposal” means a bona fide, unsolicited Acquisition Proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and SJCB or any of its Subsidiaries, the shareholders of such third party) acquiring, directly or indirectly, more than 50% of the outstanding SJCB Common Stock or more than 50% of the assets of SJCB and its Subsidiaries (measured as a percentage of the fair value of the consolidated assets of SJCB), taken as a whole, for consideration consisting of cash and/or securities and (ii) that the board of directors of SJCB reasonably determines in good faith, after consultation with its

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outside financial advisor and outside legal counsel, (A) is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the Person making such Acquisition Proposal, and (B) taking into account any changes to this Agreement proposed by TCBS in response to such Acquisition Proposal, as contemplated by Section 5.08(b), and all financial, legal, regulatory and other aspects of such takeover proposal, including all conditions contained therein and the Person making such proposal, is more favorable to the shareholders of SJCB from a financial point of view than the Merger.

“Surviving Bank” has the meaning set forth in Section 1.04.

“Surviving Entity” has the meaning set forth in the recitals.

“Target Bank” has the meaning set forth in Section 1.04.

“Tax” and “Taxes” mean all federal, state, local and foreign taxes, charges, fees, levies, imposts, duties, or other like assessments, including income, gross income, gains, gross receipts, sales, use, ad valorem, value added, goods and services, capital, production, transfer, franchise, windfall profits, intangible, recording, registration, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, occupation, real property, personal property environmental, custom duties, unemployment, federal highway use, commercial rent, paid-up capital, Social Security, alternative or add-on minimum or other tax or governmental fee of any kind whatsoever imposed by or required to be paid or withheld by the United States or any state, local or foreign government or subdivision or agency thereof, whether disputed or not, including any related interest, penalties, and additions imposed thereon or with respect thereto.

“Tax Returns” means any report, return, declaration, claim for refund, information return or statement relating to Taxes, including any associated schedules, forms, attachments or amendments and any related or supporting information, estimates, elections, or statements provided or required to be provided to a Taxing Authority in connection with Taxes, including any return of an Affiliated or combined or unitary group that includes a Party or its Subsidiaries and including any estimated Tax Return.

“Taxing Authority” means any Governmental Authority charged with the determination, collection, or imposition of any Tax or Taxes.

“TCBS’s Allocation” has the meaning set forth in Section 5.22(i).

“TBOC” has the meaning set forth in Section 1.01.

“TDB” has the meaning set forth in Section 3.06.

“Termination Fee” has the meaning set forth in Section 7.02(a).

“Texas Courts” has the meaning set forth in Section 9.03(b).

“The date hereof” or “the date of this Agreement” means the date first set forth above in the preamble to this Agreement.

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“Transaction Expenses” has the meaning set forth in Section 5.20.

“Transaction Expense Estimate” has the meaning set forth in Section 3.36.

“Truth in Lending Act” means the Truth in Lending Act of 1968, as amended.

“USA PATRIOT Act” means the USA PATRIOT Act of 2001, Public Law 107-56, and the regulations promulgated thereunder.

Article IX

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MISCELLANEOUS

Section 9.01Survival.  No representations, warranties, agreements or covenants contained in this Agreement shall survive the Effective Time other than this Section 9.01 and any other agreements or covenants contained herein that by their express terms are to be performed after the Effective Time, including Section 5.09 and Section 5.22(k), each of which shall survive the Effective Time (or the Closing, as applicable) in accordance with its terms.

Section 9.02Waiver; Amendment.  Prior to the Effective Time and to the extent permitted by applicable Law, any provision of this Agreement may be (a) waived by the Party benefited by the provision, provided such waiver is in writing and signed by such Party, or (b) amended or modified at any time, by an agreement in writing among the Parties executed in the same manner as this Agreement, except that after the SJCB Meeting no amendment shall be made which by Law requires further approval by the shareholders of TCBS or SJCB without obtaining such approval.  The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach.

Section 9.03Governing Law; Jurisdiction; Waiver of Right to Trial by Jury.

(a)This Agreement shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Texas, without regard for conflict of law provisions.

(b)Each Party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the State of Texas (the “Texas Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the United States District Court for the Eastern District of Texas, and state courts situated in San Jacinto County, Texas, (ii) waives any objection to laying venue in any such action or proceeding in the Texas Courts, (iii) waives any objection that the Texas Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 9.05.

(c)Each Party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Party

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hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the transactions contemplated by this Agreement.  Each Party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each Party understands and has considered the implications of this waiver, (iii) each Party makes this waiver voluntarily, and (iv) each Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9.03.

Section 9.04Expenses.  Except as otherwise provided in Section 7.02 and Section 7.04, each Party will bear all expenses incurred by it in connection with this Agreement and the transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel.  Nothing contained in this Agreement shall limit either Party’s rights to recover any liabilities or damages arising out of the other Party’s willful breach of any provision of this Agreement.

Section 9.05Notices.  All notices, requests and other communications hereunder to a Party, shall be in writing and shall be deemed properly given if delivered (a) personally, (b) by registered or certified mail (return receipt requested), with adequate postage prepaid thereon, (c) by properly addressed electronic mail delivery (with confirmation of delivery receipt), or (d) by reputable courier service to such Party at its address set forth below, or at such other address or addresses as such Party may specify from time to time by notice in like manner to the Parties.  All notices shall be deemed effective upon delivery.

(a)if to TCBS, to:

Texas Community Bancshares, Inc.

5755 Eagles Nest Boulevard

Tyler, Texas 75703

Attention: Jason Sobel

E-mail:          JSobel@Broadstreet.bank

with a copy (which shall not constitute notice to TCBS) to:

Alston & Bird LLP

Dallas Arts Tower

2200 Ross Avenue, Suite 2300

Dallas, Texas 75201

Attention:       Mark Kanaly

E-mail:           Mark.Kanaly@Alston.com

(b)if to SJCB, to:

The Banc of San Jacinto County Bancshares, Inc.

100 Highway 150 West

Coldspring, Texas 77331

Attention:       Denny Clark

E-mail:           dclark@banksjc.com

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with a copy (which shall not constitute notice to SJCB) to:

Fenimore Kay Harrison, LLP

805 Las Climas Parkway, Suite 350

Austin, Texas 78746

Attention:       Chet A. Fenimore

E-mail:           CFenimore@fkhpartners.com

Section 9.06Entire Understanding; No Third-Party Beneficiaries.  This Agreement (including the Manthey Employment Agreement, Deposit Retention Agreement, SJCB Voting Agreements, SJCB Restrictive Covenant Agreements and the other documents and instruments referred to herein) represents the entire understanding of the Parties and thereto with reference to the transactions contemplated hereby, and this Agreement supersedes any and all other oral or written agreements heretofore made.  Except for the Indemnified Parties’ rights under Section 5.09, TCBS and SJCB hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other Party, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person (including any person or employees who might be affected by Section 5.10), other than the Parties, any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.  The representations and warranties in this Agreement are the product of negotiations between the Parties and are for the sole benefit of the Parties.  Consequently, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Section 9.07Severability.  In the event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and the Parties will use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements the purposes and intents of this Agreement.

Section 9.08Enforcement of the Agreement.  The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction without having to show or prove economic damages and without the requirement of posting a bond, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 9.09Interpretation.

(a)When a reference is made in this Agreement to sections, exhibits or schedules, such reference shall be to a section of, or exhibit or schedule to, this Agreement unless otherwise indicated.  The table of contents and captions and headings contained in this Agreement are included solely for convenience of reference; if there is any conflict between a caption or heading

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and the text of this Agreement, the text shall control.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(b)The Parties have participated jointly in the negotiation and drafting of this Agreement and the other agreements and documents contemplated herein.  In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement or any other agreement or document contemplated herein, this Agreement and such other agreements or documents shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorizing any of the provisions of this Agreement or any other agreements or documents contemplated herein.

(c)The SJCB Disclosure Schedule, as well as all other schedules and all exhibits to this Agreement, shall be deemed part of this Agreement and included in any reference to this Agreement.  Any matter disclosed pursuant to any section of a Disclosure Schedule shall be deemed disclosed for purposes of any other section of Article III or Article IV, respectively, to the extent that applicability of the disclosure to such other section is reasonably apparent on the face, notwithstanding the absence of a specific cross-reference, of such disclosure.  No item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect.  The mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by either party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect, or that any breach or violation of applicable Laws or any contract exists or has actually occurred.  This Agreement shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate any applicable Law.

(d)Any reference contained in this Agreement to specific statutory or regulatory provisions or to any specific Governmental Authority shall include any successor statute or regulation, or successor Governmental Authority, as the case may be.  Unless the context clearly indicates otherwise, the masculine, feminine, and neutral genders will be deemed to be interchangeable, and the singular includes the plural and vice versa.  As used herein, (i) the term “made available” means any document or other information that was (A) provided by one party or its representatives to the other party or its representatives prior to the date hereof or (B) included in the virtual data room of a party prior to the date hereof, and (ii) the word “or” is not exclusive.

(e)Unless otherwise specified, the references to “Section” and “Article” in this Agreement are to the Sections and Article of this Agreement.  When used in this Agreement, words such as “herein”, “hereinafter”, “hereof”, “hereto”, and “hereunder” refer to this Agreement as a whole, unless the context clearly requires otherwise.

Section 9.10Assignment.  No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Party, and any purported assignment in violation of this Section 9.10 shall be void.  Subject to the preceding

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sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 9.11Confidential Supervisory Information.  Notwithstanding any other provision of this Agreement, no disclosure, covenant, representation or warranty shall be made (or other action taken) pursuant to this Agreement that would involve the disclosure of confidential supervisory information as defined in 12 C.F.R. § 261.2(b) and as identified in 12 C.F.R. § 309.5(g)(8), of a regulator or Governmental Authority by any party to the extent prohibited by applicable Law. To the extent legally permissible, appropriate substitute disclosures or actions shall be made or taken under circumstances in which the limitations of the preceding sentence apply. Any disclosure, covenant, representation or warranty made herein that would otherwise result in the disclosure of confidential supervisory information shall be deemed to except such information, provided, however, that the right to withhold any such information does not otherwise limit in any way the scope of any representations or warranties made herein by TCBS, SJCB, Broadstreet or Target Bank.

Section 9.12Counterparts.  This Agreement may be executed and delivered electronically and in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart.  Signatures delivered electronically shall have the same effect as originals.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in counterparts by their duly authorized officers, all as of the day and year first above written.

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[Signature Page to Agreement and Plan of Merger]

EXHIBIT A

(Form of Bank Merger Agreement)

Execution Version

AGREEMENT AND PLAN OF MERGER

of

The Bank of San Jacinto County, Coldspring, Texas

with and into

BROADSTREET BANK, SSB

This Agreement and Plan of Merger (“Plan of Merger”) is made and entered into as of October 29, 2026, by and between Broadstreet Bank, SSB, a Texas state savings bank, with its main office located at 215 W. Broad, Mineola, Texas 75773 (“Broadstreet”), and The Bank of San Jacinto County, Coldspring, Texas, a Texas non-member bank, with its main office located at 100 Highway 150, Coldspring, Texas 77331 (“Target Bank”).

WHEREAS, concurrently with the execution of this Plan of Merger, Texas Community Bancshares, Inc., a Texas corporation, bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and sole parent of Broadstreet (“TCBS”), and The Banc of San Jacinto County Bancshares, Inc., a Texas corporation, bank holding company registered under the BHCA, and sole parent of Target Bank (“SJCB”) entered into that certain Holding Company Agreement (defined below), pursuant to which, among other things, SJCB will merge with and into TCBS, with TCBS surviving (the “Holding Company Merger”);

WHEREAS, the Holding Company Agreement further contemplates that, immediately following consummation of the Holding Company Merger, Target Bank will merge with and into Broadstreet, with Broadstreet surviving (as more-fully set forth in Section 2.01, the “Bank Merger”);

WHEREAS, the Boards of Directors of Broadstreet and Target Bank have determined the Bank Merger to be in the best interests of their respective banks on the terms and conditions provided in this Plan of Merger.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Broadstreet and Target Bank hereby make, adopt and approve this Plan of Merger in order to set forth the terms and conditions for the merger of Target Bank with and into Broadstreet.

ARTICLE ONE
DEFINITIONS

Except as otherwise provided herein, the capitalized terms set forth below shall have the following meanings:

Section 1.01For purposes of the Bank Merger, “Applicable Laws” shall mean Title 12, United States Code, Section 1828(c), Title 3, Chapter 32, Subchapter D and Chapter 92 of the Texas Finance Code, and Chapter 10 of the Texas Business Organizations Code.

Section 1.02“Broadstreet Common Stock” shall mean the common stock of Broadstreet, par value $0.01.

Section 1.03“Certificate of Merger” shall mean the Certificate of Merger to be issued by the Texas Department of Banking approving the Bank Merger.

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Section 1.04“Commissioner” shall mean the Commissioner of the Texas Department of Banking.

Section 1.05“Department” shall mean the Texas Department of Banking.

Section 1.06“Effective Time” shall mean the date and time on which the Bank Merger becomes effective as specified in the Certificate of Merger.

Section 1.07“Holding Company Agreement” shall mean that certain Agreement and Plan of Merger, dated as of October 29, 2026, by and between TCBS and SJCB.

Section 1.08“Target Bank Common Stock” shall mean the common stock of Target Bank, par value $10.00.

ARTICLE II
THE BANK MERGER

Section 2.01Bank Merger.  Target Bank shall be merged with and into Broadstreet under the Certificate of Formation of Broadstreet pursuant to the provisions of and with the effect provided in the Applicable Laws.  Broadstreet shall be the surviving bank resulting from the Bank Merger and shall continue to conduct its business under the name “Broadstreet.”  The Bank Merger shall be consummated pursuant to the terms of this Plan of Merger, which has been approved and adopted by the respective Boards of Directors of Broadstreet and Target Bank, and by the shareholders of SJCB.

Section 2.02Method of Converting Shares.  All shares of Broadstreet Common Stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time and shall be unaffected by the Bank Merger.  At the Effective Time, the certificates representing all the issued and outstanding shares of Target Bank Common Stock shall be surrendered to Broadstreet for cancellation and no consideration shall be issued in exchange therefor.

ARTICLE III
EFFECT OF BANK MERGER

Section 3.01Business of Broadstreet.  The business of Broadstreet from and after the Effective Time shall continue to be that of a Texas chartered bank.  The business shall be conducted from its main office located in Mineola, Texas and at its legally established branches as set forth on Schedule 3.1, which shall also include the main office and all branches, whether in operation or approved but unopened, of Target Bank at the Effective Time.

Section 3.02Assumption of Rights.  At the Effective Time, the separate existence and corporate organization of Target Bank shall be merged into and continued in Broadstreet, as the surviving bank of the Bank Merger.  All rights, franchises and interests of Target Bank in and to every type of property (real, personal and mixed), and all choses in action of Target Bank shall be transferred to and vested in Broadstreet as the surviving bank by virtue of the Bank Merger without any deed or other transfer.  Broadstreet, upon consummation of the Bank Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interests, including appointments, designations and nominations, and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver and committee of estates of lunatics, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by either of Broadstreet or Target Bank at the Effective Time, subject to any conditions imposed by the Applicable Laws.

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Section 3.03Assumption of Liabilities.  All liabilities and obligations of Target Bank of every kind and description shall be assumed by Broadstreet as the surviving bank by virtue of the Bank Merger, and Broadstreet shall be bound thereby in the same manner and to the same extent that Target Bank was so bound at the Effective Time.  All savings accounts acquired as a result of the Bank Merger will be issued in the name of Broadstreet.

Section 3.04Certificate of Formation and Bylaws.  At the Effective Time, following consummation of the Bank Merger, (a) the Certificate of Formation of Broadstreet shall be unchanged from the Certificate of Formation of Broadstreet prior to the consummation of the Bank Merger, and (b) the Bylaws of Broadstreet shall be unchanged from the Bylaws of Broadstreet prior to the consummation of the Bank Merger.

Section 3.05Officers, Employees and Directors.  The officers and employees of Broadstreet immediately following the Effective Time shall include, among others, the officers and employees of Broadstreet immediately prior to the Effective Time.  The Board of Directors of Broadstreet immediately following the Effective Time shall consist of the Board of Directors of Broadstreet immediately prior to the Effective Time.

ARTICLE IV
EFFECTIVENESS

Section 4.01Conditions Precedent.  Consummation of the Bank Merger is conditioned upon (a) receipt of all approvals, consents, waivers, and other clearances of all federal and state regulatory authorities having jurisdiction over the transactions contemplated by this Plan of Merger, including without limitation approval of the Commissioner and the Federal Deposit Insurance Corporation, pursuant to the Applicable Laws and (b) the consummation of the Holding Company Merger, as each term is defined in the Holding Company Agreement.

Section 4.02Termination.  This Plan of Merger may be terminated at any time prior to the Effective Time by the parties hereto in accordance with the provisions of Section 5.01 hereof.

Section 4.03Effectiveness.  Subject to the satisfaction of all waiting periods, requirements of applicable laws and regulations and the terms and conditions set forth herein, the Bank Merger contemplated by this Plan of Merger shall be and become effective at the time and on the date specified in the Certificate of Merger.

ARTICLE V
MISCELLANEOUS

Section 5.01Termination; Amendment.  To the extent permitted by law, this Plan of Merger may be amended by a subsequent written instrument upon the approval of the Boards of Directors of each of the parties hereto and upon execution of such instrument by the duly authorized officers of each; provided that no amendment to this Plan of Merger shall modify the requirements of regulatory approval as set forth in Section 4.01 hereof.  This Plan of Merger may be terminated at any time prior to the Effective Time by Broadstreet and shall terminate automatically and concurrently, without any further action by either party hereto, upon the termination of the Holding Company Agreement in accordance with its terms.

Section 5.02Governing Law.  This Plan of Merger shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Texas, without regard for conflict of law provisions, except to the extent that the federal laws of the United States apply to consummation of the Bank Merger.

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Section 5.03Headings.  The captions and headings contained in this Plan of Merger are included solely for convenience of reference; if there is any conflict between a caption or heading and the text of this Plan of Merger, the text shall control.

Section 5.04Counterparts.  This Plan of Merger may be executed and delivered electronically and in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party, it being understood that all parties need not sign the same counterpart.  Signatures delivered electronically shall have the same effect as originals.

[Signature Page Follows]

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IN WITNESS WHEREOF, Broadstreet and Target Bank have caused this Plan of Merger to be executed on their behalf by their officers thereunto duly authorized as of the date first above written.

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[Signature Page to Agreement and Plan of Merger]

Schedule 3.01

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EXHIBIT B

(SJCB Voting Agreement)

Execution Version

VOTING AGREEMENT

This VOTING AGREEMENT (this “Voting Agreement”) is dated as of October 29, 2026, by and between Texas Community Bancshares, Inc., a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHCA”) (“TCBS”), and the undersigned holder (“Shareholder”) of common stock of The Banc of San Jacinto County Bancshares, Inc., a Texas corporation and bank holding company registered under the BHCA (“SJCB”).  All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (defined below).

RECITALS:

WHEREAS, concurrently with the execution of this Voting Agreement, TCBS and SJCB entered into that certain Agreement and Plan of Merger, dated as of October 29, 2026 (the “Merger Agreement”), pursuant to which, among other things, (a) SJCB will merge with and into TCBS (the “Merger”), with TCBS surviving (the “Surviving Entity”) and, immediately thereafter, (b) SJCB’s wholly-owned subsidiary, The Bank of San Jacinto County, Coldspring, Texas, a Texas non-member bank (“Target Bank”), will merge with and into TCBS’s wholly-owned subsidiary, Broadstreet Bank, SSB, a Texas state savings bank and a direct wholly-owned subsidiary of TCBS (“Broadstreet”), with Broadstreet surviving;

WHEREAS, in connection with the Merger, each issued and outstanding share of SJCB Common Stock will be converted into the right to receive the Per-Share Merger Consideration;

WHEREAS, Shareholder “beneficially owns” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and is entitled to dispose of (or direct the disposition of) and to vote (or direct the voting of), directly or indirectly, the number of shares of SJCB Common Stock indicated on the signature page of this Voting Agreement under the heading “Total Number of Shares of SJCB Common Stock Subject to this Voting Agreement” (such shares, together with any additional shares of SJCB Common Stock subsequently acquired and “beneficially owned” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) with power to vote (or direct voting) by Shareholder during the term of this Voting Agreement, including through the exercise of any stock option or other equity award, warrant or similar instrument, being referred to collectively as the “Shares”); and

WHEREAS, it is a condition to the willingness of TCBS to enter into the Merger Agreement that Shareholder enter into this Voting Agreement.

NOW, THEREFORE, in consideration of, and as a material inducement to, TCBS entering into the Merger Agreement and proceeding with the transactions contemplated thereby, and in consideration of the expenses incurred and to be incurred by TCBS in connection therewith, Shareholder and TCBS agree as follows:

1.Agreement to Vote Shares.  Shareholder, solely in his, her or its capacity as a shareholder of SJCB, agrees that, while this Voting Agreement is in effect, at any meeting of shareholders of SJCB, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent, or give any other approval in his, her or its capacity as a shareholder of SJCB, except as otherwise agreed to in writing in advance by TCBS, Shareholder shall:

(a)appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and

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(b)vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SJCB and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SJCB contained in the Merger Agreement or of Shareholder contained in this Voting Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement or transaction that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the transactions contemplated by the Merger Agreement or this Voting Agreement.

Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner adverse to TCBS any prior vote or written consent, as a shareholder of SJCB, to approve or adopt the Merger Agreement unless this Voting Agreement shall have been terminated in accordance with its terms.

2.No Transfers.  Until the earlier of (a) the termination of this Voting Agreement pursuant to Section 6 and (b) receipt of the Requisite SJCB Shareholder Approval, Shareholder agrees not to, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of the Shares, except the following transfers shall be permitted: (a) transfers by will or operation of Law, in which case this Voting Agreement shall bind the transferee, (b) transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing, prior to such transfer, to be bound by the terms of this Voting Agreement, (c) transfers in connection with estate and tax planning purposes, including transfers to relatives, trusts and charitable organizations, subject to each transferee agreeing in writing, prior to such transfer, to be bound by the terms of this Voting Agreement, and (d) such transfers as TCBS may otherwise permit in its sole discretion.  Any transfer or other disposition in violation of the terms of this Section 2 shall be null and void.

3.Representations and Warranties of Shareholder.  Shareholder represents and warrants to and agrees with TCBS as follows:

(a)Shareholder has all requisite capacity and authority to enter into and perform his, her or its obligations under this Voting Agreement.

(b)This Voting Agreement has been duly executed and delivered by Shareholder, and assuming the due authorization, execution and delivery by TCBS, constitutes the valid and legally binding obligation of Shareholder enforceable against Shareholder in accordance with its terms, subject to the Enforceability Exception.

(c)The execution and delivery of this Voting Agreement by Shareholder does not, and the performance by Shareholder of his, her, or its obligations hereunder and the consummation by Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which Shareholder is a party or by which Shareholder is bound, or any statute, rule or regulation to which Shareholder is subject or, in the event that Shareholder is a corporation, partnership, trust or other entity, any charter, bylaw or other organizational document of Shareholder.

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(d)Shareholder is the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of, or is the trustee that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good title to all of the Shares, and the Shares are owned free and clear of any liens, security interests, charges or other encumbrances.  The Shares do not include shares over which Shareholder exercises control in a fiduciary capacity for any other person or entity that is not an Affiliate of Shareholder, and no representation by Shareholder is made with respect thereto.  Shareholder has the right to vote, or direct the voting of, the Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except as contemplated by this Voting Agreement.  Shareholder does not own, of record or beneficially (within the meaning of Rule 13d-3 promulgated under the Exchange Act), any shares of capital stock of SJCB other than the Shares or any other securities convertible into or exercisable or exchangeable for such capital stock.

4.No Solicitation.  From and after the date hereof until the termination of this Voting Agreement pursuant to Section 6, Shareholder, in his, her or its capacity as a shareholder of SJCB, shall not, nor shall such Shareholder authorize any partner, officer, director, advisor or representative of, such Shareholder or any of his, her or its Affiliates to, directly or indirectly (and, to the extent applicable to Shareholder, such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its representatives or Affiliates to), (a) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) except in his, her or its capacity as a director or officer of SJCB and under circumstances for which such actions are permitted for SJCB under the Merger Agreement, participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any person (other than TCBS) any information or data with respect to SJCB or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal, (d) solicit proxies with respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, or (e) initiate a shareholders’ vote or action by consent of SJCB’s shareholders with respect to an Acquisition Proposal.

5.Specific Performance; Remedies; Attorneys’ Fees.  Shareholder acknowledges it is a condition to the willingness of TCBS to enter into the Merger Agreement that Shareholder execute and deliver this Voting Agreement and that it will be impossible to measure in money the damage to TCBS if Shareholder fails to comply with the obligations imposed by this Voting Agreement and, in the event of any such failure, TCBS will not have an adequate remedy at law or in equity.  Accordingly, Shareholder agrees that injunctive relief or other equitable remedy is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that TCBS has an adequate remedy at Law. Shareholder further agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with TCBS’s seeking or obtaining such equitable relief.  In addition, after discussing the matter with Shareholder, TCBS shall have the right to inform any third party that TCBS reasonably believes to be, or to be contemplating, participating with Shareholder or receiving from Shareholder assistance in violation of this Voting Agreement, of the terms of this Voting Agreement and of the rights of TCBS hereunder, and that participation by any such persons with Shareholder in activities in violation of Shareholder’s agreement with TCBS set forth in this Voting Agreement may give rise to claims by TCBS against such third party.

6.Term of Agreement; Termination.  The term of this Voting Agreement shall commence on the date hereof.  This Voting Agreement may be terminated at any time prior to consummation of the transactions contemplated by the Merger Agreement by the mutual written agreement of the parties hereto,

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and shall be automatically terminated upon the earlier to occur of (a) the Effective Time, (b) termination of the Merger Agreement, or (c) two (2) years from the date hereof.  Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, such termination shall not relieve any party from liability for any breach of this Voting Agreement prior to such termination.

7.Entire Agreement.  This Voting Agreement represents the entire understanding of the parties hereto with reference to the transactions contemplated hereby, and this Voting Agreement supersedes any and all other oral or written agreements heretofore made.

8.Modification and Waiver.  No provision of this Voting Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by each party.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Voting Agreement to be performed by such other party shall be deemed a waiver of dissimilar provisions or conditions at the same or any prior or subsequent time.

9.Severability.  In the event that any one or more provisions of this Voting Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this Voting Agreement and the parties shall use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements the purposes and intents of this Voting Agreement.

10.Capacity as Shareholder.  This Voting Agreement shall apply to Shareholder solely in his, her or its capacity as a shareholder of SJCB and it shall not apply in any manner to Shareholder in his, her or its capacity as a director or officer of SJCB, if applicable.  Nothing contained in this Voting Agreement shall be deemed to apply to, or limit or otherwise affect in any manner, the obligations of Shareholder to comply with his, her or its fiduciary duties as a director or officer of SJCB, if applicable.

11.Governing Law.  This Voting Agreement shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Texas, without regard for conflict of law provisions.

12.Jurisdiction.  Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Voting Agreement or the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the State of Texas (the “Texas Courts”), and, solely in connection with claims arising under this Voting Agreement or the transactions that are the subject of this Voting Agreement, (a) irrevocably submits to the exclusive jurisdiction of the United States District Court for the Eastern District of Texas, and state courts situated in Wood County, Texas, (b) waives any objection to laying venue in any such action or proceeding in the Texas Courts, (c) waives any objection that the Texas Courts are an inconvenient forum or do not have jurisdiction over any party and (d) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given by mail, as provided in this Voting Agreement, or in such other manner as may be provided under applicable Laws.

13.WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS VOTING AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS VOTING AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS VOTING AGREEMENT.  EACH PARTY CERTIFIES AND

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ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS VOTING AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

14.Waiver of Appraisal Rights; Further Assurances.  To the extent permitted by applicable law, Shareholder hereby waives any rights of appraisal or rights to dissent from the Merger or demand fair value for his, her or its Shares in connection with the Merger, in each case, that Shareholder may have under applicable law.  From time to time prior to the termination of this Voting Agreement, at TCBS’s request and without further consideration, Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to effect the actions and consummate the transactions contemplated by this Voting Agreement.  Shareholder further agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against TCBS, Broadstreet, SJCB, Target Bank or any of their respective successors relating to the negotiation, execution or delivery of this Voting Agreement or the Merger Agreement, or the consummation of the Merger.

15.Disclosure.  Shareholder hereby authorizes SJCB and TCBS to publish and disclose in any announcement or disclosure required by applicable law and in the Proxy Statement such Shareholder’s identity and ownership of the Shares and the nature of Shareholder’s obligations under this Voting Agreement.

16.Ownership.  Nothing in this Voting Agreement shall be construed to give TCBS any rights to exercise or direct the exercise of voting power as owner of the Shares or to vest in TCBS any direct or indirect ownership or incidents of ownership of or with respect to any of the Shares.  All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Shareholder, notwithstanding the provisions of this Voting Agreement, and TCBS shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of SJCB or to exercise any power or authority to direct the Shareholder in voting any of the Shares, except as otherwise expressly provided herein.

17.Counterparts.  This Voting Agreement may be executed and delivered electronically and in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.  Signatures delivered electronically shall have the same effect as originals.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Voting Agreement as of the date first written above.

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[Signature Page to Voting Agreement]

EXHIBIT C

(Form of Employment Agreement)

Execution Version

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into, dated as of October 29, 2026, to be effective as set forth below, by and between Broadstreet Bank, SSB, a Texas-chartered stock savings bank (the “Bank”) and Cindy Manthey (the “Executive”).  Any reference to the “Company” shall mean Texas Community Bancshares, Inc., the holding company of the Bank.

RECITALS

WHEREAS, the Executive is currently employed by The Banc of San Jacinto County (the “Prior Employer”), a wholly-owned subsidiary of The Banc of San Jacinto County Bancshares, Inc. (“San Jacinto”); and

WHEREAS, following, and contingent upon the closing of, the merger of San Jacinto with and into the Company (the “Merger”), the Bank desires to employ the Executive and the Executive desires to accept employment with the Bank, subject to the agreements and covenants of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

(a)Effective Date. This Agreement shall be effective (the “Effective Date”) as of the Effective Time of the Merger, as defined in the Agreement and Plan of Merger between the Company and San Jacinto, dated as of October 29, 2026 (the “Merger Agreement”). If the Effective Time shall not occur as contemplated under the Merger Agreement, this Agreement shall be deemed void and of no force and effect.

(b)Employment.  During the Term (as defined in Section 2) of this Agreement, the Executive agrees to serve as Branch President (the “Executive Position”), and will perform the duties of and have all powers associated with the Executive Position as are appropriate for a person in the position of the Executive Position, as well as those duties consistent with the Executive Position as shall be assigned by the President and Chief Executive Officer and/or the Board of Directors of the Bank (the “Board of Directors”).  As Branch President, the Executive will report directly to the Chief Operating Officer.  The Executive’s principal place of employment shall be the Bank’s office located at 100 Highway 150, Coldspring, Texas 77331, subject to the relocation protections set forth in Section 4(f)(ii)(E).  During the period provided for in this Agreement, the Executive also agrees to serve, if elected, as an officer, director of any subsidiary or affiliate of the Bank and in such capacity to carry out the duties and responsibilities reasonably appropriate to any such position.

(c)Responsibilities.  During the Executive’s employment hereunder, the Executive will be employed on a full-time basis and devote the Executive’s full business time and best efforts, business judgment, skill and knowledge to the performance of the Executive’s duties and responsibilities related to the Executive Position.  Except as otherwise provided in Section 1(d),

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or as may be approved by the Board of Directors, the Executive will not engage in any other business activity during the Term.

(d)Service on Other Boards and Committees.  The Bank encourages participation by the Executive on community boards and committees and in activities generally considered to be in the public interest, but the Board of Directors shall have the right to approve or disapprove, in its sole discretion, the Executive’s participation on those boards and committees.

(a)Term. The term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of two (2) years (the “Term”), unless terminated earlier in accordance with Section 4 below.

(b)Continued Employment Following Expiration of Term. Nothing in this Agreement mandates or prohibits the continued employment of the Executive following the expiration of the Term.

(a)Base Salary.In consideration of the Executive’s performance of the responsibilities and duties set forth in this Agreement, the Executive will receive an annual base salary of $165,000 per year (“Base Salary”).  The Bank will pay the Base Salary in accordance with its customary payroll practices.  During the Term, the Board of Directors (or the Compensation Committee of the Board of Directors (the “Compensation Committee”)) may increase (but not decrease) the Executive’s Base Salary.  Any change in Base Salary will become the new “Base Salary” for purposes of this Agreement.

(b)Bonus and Incentive Compensation.  The Executive (1) is eligible to participate in any bonus plan or arrangement of the Bank in which senior management is eligible to participate, pursuant to which a bonus may be paid to the Executive in accordance with the plan or arrangement; and/or (2) may receive a bonus, if any, on a discretionary basis, as determined by the Board of Directors or the Compensation Committee. The Executive’s target annual bonus will be 25% of Executive’s Base Salary.

(c)Benefit Plans.  The Executive will be entitled to participate in all employee benefit plans, arrangements and perquisites offered to senior management of the Bank, as in effect from time to time, on terms and conditions no less favorable than the plans, arrangements and perquisites that are available to other members of senior management of the Bank, to the extent consistent with applicable law and subject to the terms of the applicable plans.  The Executive’s service with the Prior Employer shall be credited as service with the Bank for purposes of eligibility, vesting, and benefit accrual under all employee benefit plans and arrangements of the Bank, to the extent permitted by the applicable plans and law. The Bank reserves the right to amend or cancel any employee benefit plans, arrangements, and perquisites at any time in its sole discretion.

(d)Leave and Paid Time Off.  The Executive will be entitled to twenty-five (25) days of paid time off each year, in addition to all holidays observed by the Bank.  Any unused paid

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vacation time off during an annual period will be treated in accordance with the Bank’s personnel policies as in effect from time to time.

(e)Automobile Allowance. During the Term, the Executive shall be entitled to a monthly automobile allowance of $500 per month.

(f)Equity Grants. During the Term and on or about February 28, 2027 (the “Grant Date”), the Company will grant the Executive a long-term incentive award comprised of the following: (i) 5,000 options to acquire shares of the Company’s common stock (the “Options”), which Options will have an exercise price equal to the fair market value of the Company’s common stock on the Grant Date, and will vest in five (5) approximately equal installments on the first five (5) anniversaries of the Grant Date, subject to the Executive’s continued employment with the Bank on each vesting date; and (ii) 5,000 restricted stock units (the “RSUs”) that vest in five (5) approximately equal installments on the first five (5) anniversaries of the Grant Date, subject to the Executive’s continued employment with the Bank on each vesting date.  The Options and the RSUs will be granted on the Grant Date pursuant to, and subject to the terms and conditions of, the Texas Community Bancshares, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), and the terms and conditions contained in separate Award Agreements (as defined in the 2022 Plan) memorializing the grants. The Award Agreements will provide, among other things, that if the Executive’s employment terminates by reason of her Retirement (as defined in the 2022 Plan) following the last day of the Term, then the Options and RSUs will become fully-vested and, in the case of the Options, exercisable as of the date of such termination.

(g)Expense Reimbursements.  The Bank will reimburse the Executive for all reasonable travel, entertainment and other expenses incurred by the Executive in performing the Executive’s obligations under this Agreement, including, without limitation, fees for memberships in organizations that the Executive and the Board of Directors or the Compensation Committee mutually agree are necessary and appropriate in connection with the performance of the Executive’s duties under this Agreement.  All reimbursements will be made as soon as practicable upon substantiation of the expenses by the Executive in accordance with the applicable policies and procedures of the Bank and, in any event, no later than the last day of the calendar year immediately following the calendar year in which the Executive incurred the expense.

The Executive’s employment under this Agreement will terminate under the circumstances set forth in this Section 4.

(a)Definition of Accrued Obligations.  For purposes of this Agreement, the term “Accrued Obligations” means the sum of: (i) any Base Salary earned but unpaid through the Executive’s Date of Termination, (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 3(e)), (iii) unused paid time off accrued through the Date of Termination (subject to an in accordance with Section 3(d)), (iv) any vested benefits the Executive may have under any employee benefit plan of the Bank through the Date of Termination, which vested benefits will be paid and/or provided in accordance with the terms of the employee benefit plans, and (v) any earned but unpaid short-term or long-term cash incentive compensation for the fiscal year prior to the year in which the Executive’s termination occurs.  Unless otherwise provided by

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the applicable employee benefit plan, the Accrued Obligations, if any, will be paid to the Executive (or the Executive’s estate or beneficiary) within thirty (30) days following the Executive’s Date of Termination.

(b)Death.  This Agreement and the Executive’s employment with the Bank will terminate upon the Executive’s death, in which event the Bank’s sole obligation will be to pay or provide the Executive’s estate or beneficiary any Accrued Obligations.

(c)Disability.  The Bank shall be entitled to terminate the Executive’s employment and this Agreement due to the Executive’s Disability.  If the Bank terminates the Executive’s employment due to the Executive’s Disability, the Bank’s sole obligation under this Agreement shall be to pay or provide the Executive any Accrued Obligations.  For these purposes, the term “Disability” means the Executive is deemed disabled for purposes of the Bank’s long-term disability plan or policy that covers the Executive or is determined to be disabled by the Social Security Administration.

(d)Termination for Cause.  The Board of Directors may immediately terminate the Executive’s employment and this Agreement at any time for “Cause.” In the event the Executive’s employment is terminated for Cause, the Bank’s sole obligation will be to pay or provide to the Executive any Accrued Obligations.  For purposes of this Agreement, the term “Cause” means termination because of, in the good faith determination of the Board of Directors, the Executive’s:

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Any determination of Cause under this Agreement will be made by the Board of Directors in its reasonable good faith judgment by resolution adopted by members of the Board of Directors at a meeting called and held for that purpose.

(e)Resignation by Executive without Good Reason.  The Executive may resign from employment during the Term without Good Reason upon at least thirty (30) days prior written notice to the Board of Directors, provided, however, that the Bank may accelerate the Date of Termination upon receipt of written notice of the Executive’s resignation.  In the event the Executive resigns without Good Reason, the Bank’s sole obligation under this Agreement will be to pay or provide any Accrued Obligations to the Executive.

(f)Termination Without Cause or With Good Reason.

(A)any Accrued Obligations;

(B)a gross cash payment equal to lesser of (x) one (1) times Executive’s Base Salary, plus target bonus or (y) the remaining Base Salary that would have been paid to the Executive during the remaining Term of the Agreement; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and

(C)provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

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(A)a material reduction in the Executive’s Base Salary;

(B)a material breach of this Agreement by the Bank;

(C)a material diminution in the Executive’s title or authority from those described in Section 1(b); or

(D)the relocation of the Executive’s principal place of employment to a location more than thirty-five (35) miles from the Executive’s principal place of employment as of the Effective Date.

(g)Effect on Status as Employee and Director/Other Positions.  In the event of the Executive’s termination of employment under this Agreement for any reason, unless otherwise agreed to by the mutual consent of the Executive and the Board of Directors, the termination will also constitute the Executive’s resignation from all positions with the Bank and the Company (or any subsidiary or affiliate thereof), including as a director of the Bank and the Company, as well as a director of any subsidiary or affiliate thereof, to the extent the Executive is acting as a director of any of the aforementioned entities.

(h)Notice; Effective Date of Termination.  Any notice of termination of employment under this Agreement must be communicated by or to the Executive or the Bank, as applicable, in accordance with Section 17.  For purposes of this Agreement, the term “Date of Termination” means the Executive’s termination of employment pursuant to this Agreement, which will be effective on the earliest of: (i) immediately after the Bank gives notice to the Executive of the Executive’s termination Without Cause, unless the parties agree to a later date, in which case, termination will be effective as of such later date; (ii) immediately upon approval by the Board of Directors of termination of the Executive’s employment for Cause; (iii) immediately upon the

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Executive’s death or Disability; or (iv) thirty (30) days after the Executive gives written notice to the Bank of the Executive’s resignation from employment (including With Good Reason), provided that the Bank may set an earlier termination date at any time prior to the date of termination of employment, in which case the Executive’s resignation shall be effective as of that date and the Bank shall continue to pay the Executive’s Base Salary through the earlier of (A) the originally noticed termination date and (B) the date Executive accepts alternative employment.

(a)Non-Solicitation.  The Executive hereby covenants and agrees that during the “Restricted Period,” the Executive will not, without the written consent of the Bank, either directly or indirectly:

For purposes of this Section 5(a), the “Restricted Period” will be: (i) at all times during Executive’s period of employment with the Bank; and (ii) except as provided above, during the period beginning on Executive’s Date of Termination and ending on the one-year anniversary of the Date of Termination.

(b)Confidentiality.  The Executive recognizes and acknowledges that the Executive has been and will be the recipient of confidential and proprietary business information concerning the Bank, including without limitation, past, present, planned or considered business activities of the Bank, and the Executive acknowledges and agrees that the Executive will not, during or after the Term, disclose such confidential and proprietary information for any purposes whatsoever, except as may be expressly permitted in writing signed by the Bank, or as may be required by regulatory inquiry, law or court order.  Notwithstanding the foregoing, “confidential and proprietary information” shall not include information that (i) has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Bank, or (ii) constitutes the Executive’s general skills, knowledge, and experience.

(c)Information/Cooperation.  During the Term and thereafter, the Executive will, upon reasonable notice, furnish any information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that (i) the Executive shall not be required to provide information or assistance with respect to any litigation between the Executive and the

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Bank or any other subsidiaries or affiliates and (ii) following the Term, the Bank shall reimburse the Executive for all reasonable out-of-pocket expenses incurred in connection with such cooperation and shall compensate the Executive at a reasonable hourly rate for time spent in excess of eight (8) hours in any calendar month.

(d)Non-Disparagement.  The Executive agrees that the Executive shall not, at any time during or after the Term or thereafter, disparage the Bank or the Company, any of its products, services or practices, or any of its directors, officers, employees, customers, agents, representatives, or equity holders and their respective affiliates, either orally or in writing, at any time; provided, that the Executive may confer in confidence with the Executive’s legal representatives and make truthful statements as required by law or upon the request of any regulatory authority. The Bank agrees that during and after the Term, the Bank shall instruct its directors and executive officers not to disparage the Executive, either orally or in writing.

(e)Reliance.  Except as otherwise provided, all payments and benefits to the Executive under this Agreement will be subject to the Executive’s material compliance with this Section 5, to the extent applicable.  The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of the Executive’s breach of this Section 5, agree that, in the event of any such breach by the Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive and all persons acting for or with the Executive.  The Executive represents and admits that the Executive’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines of business than the Bank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood.  Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages from the Executive.

All payments provided in this Agreement shall be timely paid by check or direct deposit from the general funds of the Bank (or any successor of the Bank).

This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and the Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive under another plan, program or agreement (other than an employment agreement) between the Bank and the Executive.

(a)Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.

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(b)The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.  A successor’s failure to assent to this Agreement shall be deemed to be a material breach of this Agreement under Section 4(f)(ii)(B) hereof.

(a)This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

(b)No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of the term or condition for the future as to any act other than that specifically waived.

Notwithstanding anything herein contained to the contrary, the following provisions shall apply:

(a)The Bank may terminate the Executive’s employment at any time, but any termination by the Bank other than termination for Cause shall not prejudice the Executive’s right to compensation or other benefits under this Agreement.  The Executive shall have no right to receive compensation or other benefits under this Agreement for any period after the Executive’s termination for Cause, other than the Accrued Obligations.

(b)In no event shall the Bank (nor any affiliate) be obligated to make any payment pursuant to this Agreement that is prohibited by Section 18(k) of the Federal Deposit Insurance Act (codified at 12 U.S.C. sec. 1828(k)), 12 C.F.R. Part 359, or any other applicable law.  The Bank shall use reasonable best efforts to obtain any regulatory approval necessary to make payments under this Agreement, and if any payment is partially restricted, the Bank shall pay the maximum amount that is not prohibited.

(c)Notwithstanding anything in this Agreement to the contrary, to the extent that a payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that the payment or benefit is payable upon the Executive’s termination of employment, then the payments or benefits will be payable only upon the Executive’s “Separation from Service.” For purposes of this Agreement, a “Separation from Service” will have occurred if the Bank and the Executive reasonably anticipate that either no further services will be performed by the Executive after the Date of Termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months

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immediately preceding the termination.  For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii).

(d)Notwithstanding the foregoing, if the Executive is a “Specified Employee” (i.e., a “key employee” of a publicly traded company within the meaning of Section 409A of the Code and the regulations issued thereunder) and any payment under this Agreement is triggered due to the Executive’s Separation from Service, then solely to the extent necessary to avoid penalties under Section 409A of the Code, no payment will be made during the first six (6) months following the Executive’s Separation from Service.  Rather, any payment which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Separation from Service.  All subsequent payments shall be paid in the manner specified in this Agreement.

(e)To the extent not specifically provided in this Agreement, any compensation or reimbursements payable to Executive shall be paid or provided no later than two and one-half (2.5) months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture within the meaning of Treasury Regulation Section 1.409A-1(d).

(f)Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes Treasury Regulation Section 1.409A-2(b)(2).

(g)Notwithstanding anything in this Agreement to the contrary, the Executive understands that nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) about a possible securities law violation without approval of the Bank (or any affiliate).  The Executive further understands that this Agreement does not limit the Executive’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Bank (or any affiliate) related to the possible securities law violation.  This Agreement does not limit the Executive’s right to receive any resulting monetary award for information provided to any Government Agency.  In addition, pursuant to the Defend Trade Secrets Act of 2016, the Executive understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.  Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order.

If any provision of this Agreement is determined to be void or unenforceable, then the remaining provisions of this Agreement will remain in full force and effect.

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This Agreement shall be governed by the laws of the State of Texas, but only to the extent not superseded by federal law.

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted by a single arbitrator selected by the Bank within fifty (50) miles of Mineola, Texas, in accordance with the Commercial Rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrators’ award in any court having jurisdiction.  In any arbitration or litigation arising under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.  The above notwithstanding, either party may seek injunctive relief in a court of competent jurisdiction in Texas to restrain any breach or threatened breach of any provision of this Agreement, without prejudice to any other rights or remedies that may otherwise be available to such party.

The Bank will provide the Executive (including the Executive’s heirs, executors and administrators) with coverage under a standard directors’ and officers’ liability insurance policy at its expense, and will indemnify the Executive (and the Executive’s heirs, executors and administrators) in accordance with the charter and bylaws of the Bank to the fullest extent permitted by applicable law.

The Bank may withhold from any amounts payable to the Executive hereunder all federal, state, local or other taxes that the Bank may reasonably determine are required to be withheld pursuant to any applicable law or regulation (it being understood that Executive is responsible for payment of all taxes in respect of the payments and benefits provided herein).

For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below or if sent by facsimile or email, on the date it is actually received.

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

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[Signature Page to Employment Agreement]

EXHIBIT D

(Form of Deposit Retention Agreement)

Execution Version

DEPOSIT RETENTION AGREEMENT

This DEPOSIT RETENTION AGREEMENT (this “Agreement”) is made as of October 29, 2026, by and among Broadstreet Bank, SSB, a Texas state savings bank (“Parent Bank”), The Bank of San Jacinto County, Coldspring, Texas, a Texas non-member bank (“Target Bank” and together with Parent Bank, collectively, the “Banks”), and the undersigned depositor (the “Depositor”).

Recitals:

WHEREAS, the Depositor is a shareholder of The Banc of San Jacinto County Bancshares, Inc., a Texas corporation, bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHCA”) and sole parent of Target Bank (the “Company”), or an affiliate of such shareholder;

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), entered into by and between the Company and Texas Community Bancshares, Inc., a Texas corporation, bank holding company registered under the BHCA, and sole parent of Parent Bank (“Parent”), the Company will merge with and into Parent, with Parent surviving the merger, and thereafter Target Bank will merge with and into Parent Bank, with Parent Bank surviving the merger; and

WHEREAS, as an inducement and a condition to the willingness of Parent to enter into the Merger Agreement, the parties are entering into this Agreement concurrently with entering into the Merger Agreement (all capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Merger Agreement).

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual promises set forth below, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Deposit Retention. Depositor hereby agrees that, for one (1) year following the Effective Time, Depositor shall (a) maintain its deposit relationship (including without limitation any savings and demand deposit accounts, NOW and ATS accounts and money market deposit accounts owned by Depositor individually or accounts over which Depositor has legal authority to control withdrawals and account placement, whether opened before or after the date hereof) (the “Deposit Accounts”) at Target Bank and, following the Mergers, Parent Bank and (b) maintain aggregate deposits in the Deposit Accounts of no less than eighty-five percent (85%) of the aggregate deposits in the Deposit Accounts as of the date hereof as set forth on Schedule 1 hereto (the “Minimum Deposit Amount”).    Notwithstanding anything to the contrary herein, (a) the restrictions set forth in this Section 1 shall not prohibit withdrawals, transfers or other account activity made in good faith in the ordinary course of Depositor’s personal, business, tax or legal affairs, and (b) the following shall be excluded from the Deposit Accounts and the Minimum Deposit Amount: (i) all cash, payments, proceeds, reimbursements and other consideration received by Depositor pursuant to the Merger Agreement, together with all earnings thereon, regardless of the account in which such funds are held in the event that such funds are held at the Target Bank or the Parent Bank; and (ii) for the avoidance of doubt, all deposits of East Texas Title, LLC, a Texas limited liability company controlled by the Depositor (the “Title Company”), held at Target Bank or Parent Bank, including any account over which Depositor has legal authority to control withdrawals and account placement in Depositor’s capacity as an owner, manager, officer or authorized signatory of the Title Company (the “Excluded Deposits”); provided, however, that the Depositor may, in the Depositor’s sole discretion, but shall not be obligated to, from time to time include all or any portion of the Excluded Deposits in the Deposit Accounts for purposes

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of complying with the terms of this Agreement.  Depositor shall be permitted to make transfers among Deposit Accounts, and transfers to replacement accounts owned or controlled by Depositor on the same basis and maintained at Parent Bank.  Bank-initiated debits, fees, holds, setoffs or corrections, unauthorized transactions, and amounts subject to legal process shall be disregarded in determining Depositor’s compliance with the Minimum Deposit Amount obligation set forth in this Section 1.

2.Interest Rate on Deposit Accounts. For one (1) year following the Effective Time, Parent Bank shall apply to the entire daily collected balance of each interest-bearing Deposit Account an annual percentage yield (“APY”) equal to the greater of (i) 2.80% or (ii) the Target Federal Funds Rate minus one hundred thirty (130) basis points. For purposes of this Agreement, “Target Federal Funds Rate” means the upper limit of the target range for the federal funds rate as established from time to time by the Federal Open Market Committee of the Board of Governors of the Federal Reserve System (or, if the Federal Open Market Committee ceases to establish such a target range, a comparable successor rate reasonably agreed upon by Parent Bank and Depositor). The applicable APY shall be determined at the Effective Time and thereafter as of the first (1st) business day of each calendar month. Parent Bank may not avoid this Section 2 by renaming, replacing or discontinuing a product or changing its balance tiers or eligibility criteria, and any substantially similar successor product shall be used.  Parent Bank may not offset the benefit of this Section 2 through any new or increased fee, withdrawal restriction, minimum balance requirement or other condition imposed specifically on the Deposit Accounts without Depositor’s prior written consent.

3.Reciprocal Deposits. At Parent Bank’s sole cost and expense, Parent Bank shall cause the deposits maintained by Depositor pursuant to this Agreement in excess of the amounts for which federal deposit insurance coverage is available at Parent Bank to be placed through the Certificate of Deposit Account Registry Service (CDARS) on the IntraFi network, or other similar platform or structure designed to protect the full principal balance of such deposits.

4.Termination. This Agreement shall terminate upon the earlier of (i) the mutual written consent of Parent Bank and Depositor, (ii) termination of the Merger Agreement in accordance with the terms thereof, (iii) the first (1st) anniversary of the Effective Time, or (iv) the date on which Parent Bank ceases to be “well capitalized” under applicable banking laws and regulations or is determined to be in a “troubled condition” (as such term is used under applicable banking laws and regulations).

5.Miscellaneous Provisions.

(a)This Agreement may be executed and delivered electronically and in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Signatures delivered electronically shall have the same effect as originals.

(b)No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties, and any purported assignment in violation hereof shall be void. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.  If the Deposit Accounts or the relevant deposit business are transferred to another institution (other than pursuant to the Mergers) without Depositor’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Depositor shall be released from his obligations hereunder unless the successor depository institution assumes in writing all applicable obligations of Parent Bank under this Agreement.

(c)All notices and other communications to be given or delivered hereunder will be in writing and will be deemed to have been properly served if delivered personally, by registered or certified mail

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(return receipt requested), with adequate postage prepaid thereon, by properly addressed electronic mail delivery (with confirmation of delivery receipt), or by reputable courier service, to the address of the applicable party set forth on the signature page hereto or to such other address as such party may designate by written notice to the other parties.

(d)The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction without having to show or prove economic damages and without the requirement of posting a bond, this being in addition to any other remedy to which they are entitled at law or in equity.

(e)In the event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and the parties will use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements the purposes and intents of this Agreement.

(f)This Agreement represents the entire understanding of the parties hereto with reference to the transactions contemplated hereby, and this Agreement supersedes any and all other oral or written agreements heretofore made.  No amendment of this Agreement shall be effective unless in writing and signed by each party, and no subsequent amendment to the Merger Agreement shall adversely affect any right or obligation of the Depositor hereunder without the prior written consent of the Depositor. No waiver shall be effective unless in writing and signed by the waiving party, and no failure or delay in exercising any right shall constitute a waiver.

(g)Each party to this Agreement has been represented and advised by its own counsel in connection with this Agreement and has entered into this Agreement after a full and complete opportunity to consult with its counsel regarding the terms hereof. The Banks and the Depositor represent and acknowledge that each has participated in the preparation and drafting of this Agreement or have each given their approval to all of the language contained in this Agreement, and it is expressly agreed and acknowledged that if any of the parties later assert that there is an ambiguity in the language of this Agreement, such asserted ambiguity shall not be presumptively construed for or against any other party hereto on the basis that one party drafted the language of this Agreement or played a greater role in drafting the language.

(h)Each of the Banks and, if the Depositor is an entity, Depositor represent and warrant that they have taken all necessary respective corporate and legal action required to duly approve the making and performance of this Agreement and that no further action is necessary to make this Agreement binding and legally enforceable. Depositor represents and warrants that Depositor has full power and authority to enter into this Agreement and to perform Depositor’s obligations hereunder.

(i)This Agreement shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Texas, without regard for conflict of law provisions.

(j)Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the State of Texas (the “Texas Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (a) irrevocably submits to the exclusive jurisdiction of the United States District Court for the

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Eastern District of Texas, and state courts situated in Wood County, Texas, (b) waives any objection to laying venue in any such action or proceeding in the Texas Courts, (c) waives any objection that the Texas Courts are an inconvenient forum or do not have jurisdiction over any party and (d) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given by mail, as provided in this Agreement, or in such other manner as may be provided under applicable Laws.

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IN WITNESS WHEREOF, the undersigned have executed this Deposit Retention Agreement on the date first above written.

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[Signature Page to Deposit Retention Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Deposit Retention Agreement on the date first above written.

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[Signature Page to Deposit Retention Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Deposit Retention Agreement on the date first above written.

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[Signature Page to Deposit Retention Agreement]

EXHIBIT E

(Form of SJCB Restrictive Covenant Agreement)

Execution Version

NON-COMPETITION AND NON-DISCLOSURE AGREEMENT

This NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this “Restrictive Covenant Agreement”) is dated as of October 29, 2026, by and between the undersigned, an individual resident of the State of Texas (“Director”), and Texas Community Bancshares, Inc., a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHCA”) (“TCB”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (defined below).

RECITALS:

WHEREAS, concurrently with the execution of this Restrictive Covenant Agreement, TCB and The Banc of San Jacinto County Bancshares, Inc., a Texas corporation and bank holding company registered under the BHCA (“SJCB”), are entering into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (a) SJCB will merge with and into TCB, with TCB as the surviving entity and, immediately thereafter, (b) SJCB’s wholly-owned subsidiary, The Bank of San Jacinto County, Coldspring, Texas, a Texas non-member bank (“Target Bank”), will merge with and into TCB’s wholly-owned subsidiary, Broadstreet Bank, SSB, a Texas state savings bank (“Broadstreet”) (collectively, the “Mergers”);

WHEREAS, as of and prior to the date hereof, Director serves and has served as a member of the Board of Directors of SJCB or Target Bank, and, therefore, Director has knowledge of the Confidential Information and Trade Secrets (each as defined below);

WHEREAS, as a result of the Mergers, TCB will succeed to all the Confidential Information (as defined herein) and Trade Secrets (as defined herein), for which TCB as of the Effective Time will have paid valuable consideration and desires reasonable protection; and

WHEREAS, it is a material prerequisite to the consummation of the Mergers that each Director of SJCB and Target Bank, including Director, enter into this Restrictive Covenant Agreement.

NOW, THEREFORE, in consideration of these premises and the mutual covenants and undertakings herein contained, TCB and Director, each intending to be legally bound, covenant and agree as follows:

1.Restrictive Covenants.

(a)Director acknowledges that (i) TCB has separately bargained for the restrictive covenants in this Restrictive Covenant Agreement; and (ii) the types and periods of restrictions imposed by the covenants in this Restrictive Covenant Agreement are fair and reasonable to Director and such restrictions will not prevent Director from earning a livelihood.

(b)Having acknowledged the foregoing, solely in the event the Mergers are consummated, Director covenants and agrees with TCB as follows:

(i)From and after the Effective Time, Director will not disclose or use any Confidential Information or Trade Secrets for so long as such information remains Confidential Information or a Trade Secret, as applicable, for any purpose, except for any disclosure that is required by applicable Law. In the event that Director is required by Law to disclose any Confidential Information, Director will (A) if and to the extent permitted by such Law, provide TCB with prompt notice of such requirement prior to the disclosure so that TCB may waive the requirements of this Restrictive Covenant Agreement or seek

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an appropriate protective order at TCB’s sole expense; and (B) use commercially reasonable efforts to obtain assurances that any Confidential Information disclosed will be accorded confidential treatment. If, in the absence of a waiver or protective order, Director is nonetheless, in the opinion of his or her counsel, required to disclose Confidential Information, disclosure may be made only as to that portion of the Confidential Information that counsel advises Director is required to be disclosed. Nothing contained in this Restrictive Covenant Agreement limits the Director’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over SJCB or Target Bank or any of their respective subsidiaries or affiliates (“Government Agencies”). The Director further understands this Restrictive Covenant Agreement does not limit his or her ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to SJCB or Target Bank or any of their respective subsidiaries or affiliates. This Restrictive Covenant Agreement does not limit the Director’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Director understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.  Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order.

(ii)For a period beginning at the Effective Time and ending two (2) years after the Effective Time, Director will not (except on behalf of or with the prior written consent of TCB), on Director’s own behalf or in the service or on behalf of others, solicit or attempt to solicit any customer of SJCB or Target Bank as of the Effective Time, including actively sought prospective customers of Target Bank as of the Effective Time, for the purpose of providing or engaging in Competitive Services.

(iii)For a period beginning at the Effective Time and ending two (2) years after the Effective Time, Director will not (except on behalf of or with the prior written consent of TCB), either directly or indirectly, on Director’s own behalf or in the service or on behalf of others, (A) carry on or engage in Competitive Services within the Restricted Territory, or (B) own, manage, operate, join, control or participate in the ownership, management, operation or control, of any business (other than TCB or Broadstreet), whether in corporate, proprietorship or partnership form or otherwise where such business is engaged in the provision of Competitive Services within the Restricted Territory.  Notwithstanding the foregoing, Director shall not be precluded from making any investment in the securities of any person or entity, to the extent such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and such investment does not exceed two percent (2%) of the issued and outstanding shares or other ownership interests in such entity or give Director the right or power to control or participate in the making of policy decisions of such entity.

(iv)For a period beginning at the Effective Time and ending two (2) years after the Effective Time, Director will not, on Director’s own behalf or in the service or on behalf of others, solicit or recruit or attempt to solicit or recruit, directly or by assisting others, any employee of SJCB or Target Bank as of the Effective Time to cease working for TCB or Broadstreet; provided, the foregoing will not prevent the (i) placement of any general solicitation for employment not specifically directed towards any such employees or hiring any such person as a result thereof or (ii) hiring or employment of any such person

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whose employment has been terminated by TCB or Broadstreet following consummation of the Mergers, so long as Director has otherwise complied with the terms of this Restrictive Covenant Agreement.

(c)For purposes of this Section 1, the following terms shall be defined as set forth below:

(i)“Competitive Services” shall mean products or services that are the same as or similar to the products or services offered by SJCB or Target Bank as of the Effective Time, including, without limitation, commercial banking services such as originating, underwriting, closing and selling loans, and receiving deposits.

(ii)“Confidential Information” means data and information:

(A)relating to the business of SJCB and its Subsidiaries, including Target Bank, regardless of whether the data or information constitutes a Trade Secret;

(B)disclosed to Director or of which Director became aware as a consequence of Director’s relationship with SJCB and/or Target Bank;

(C)having value to SJCB and/or its Subsidiaries and, as a result of the consummation of the transactions contemplated by the Merger Agreement, TCB and/or Target Bank; and

(D)not generally known to competitors of TCB, Broadstreet, SJCB or Target Bank.

Confidential Information shall include Trade Secrets, methods of operation, names of customers, price lists, financial information and projections, personnel data and similar information; provided, however, the terms “Confidential Information” and “Trade Secrets” shall not mean data or information that (x) has been disclosed to the public, except where such public disclosure has been made by Director without authorization from TCB or SJCB or any of their respective Subsidiaries, (y) has been independently developed and disclosed by others, or (z) has otherwise entered the public domain through lawful means.

(iii)“Restricted Territory” means the territory in which SJCB and/or Target Bank conducted their business as of the Effective Time, which the parties agree is San Jacinto County, Texas.

(iv)“Trade Secret” means information, without regard to form, including technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential customers or suppliers, that is not commonly known by or available to the public and which information:

(A)derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(B)is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(d)Director acknowledges that irreparable loss and injury would result to TCB upon the breach of any of the covenants contained in this Section 1 and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, TCB may petition and obtain from a court of law or equity, without the necessity of proving actual damages and without posting any bond or other security, both temporary and permanent injunctive relief to

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prevent a breach by Director of any covenant contained in this Section 1, and shall be entitled to an equitable accounting of all earnings, profits and other benefits arising out of any such breach. In the event the provisions of this Section 1 should ever be determined to exceed the time, geographic or other limitations permitted by applicable Law, then such provisions shall be modified so as to be enforceable to the maximum extent permitted by Law. If such provision(s) cannot be modified to be enforceable, the provision(s) shall be severed from this Restrictive Covenant Agreement to the extent unenforceable. The remaining provisions and any partially enforceable provisions shall remain in full force and effect.

2.Notices. All notices, requests and other communications hereunder to a party, shall be in writing and shall be deemed properly given if delivered (a) personally, (b) by registered or certified mail (return receipt requested), with adequate postage prepaid thereon, (c) by properly addressed electronic mail delivery (with confirmation of delivery receipt), or (d) by reputable courier service to such party at its address set forth below, or at such other address or addresses as such party may specify from time to time by notice in like manner to the parties. All notices shall be deemed effective upon delivery.

5755 Eagles Nest Boulevard

Tyler, Texas 75703

Attention: Jason Sobel

Telephone:(903) 747-1641

E-mail:JSobel@Broadstreet.bank

3.Termination. This Restrictive Covenant Agreement shall automatically terminate upon the termination of the Merger Agreement in accordance with the terms thereof, prior to the consummation of the Mergers. For the avoidance of doubt, the provisions of Section 1 shall only become operative upon the consummation of the Mergers. Upon termination of this Restrictive Covenant Agreement, no party shall have any further obligations or liabilities hereunder, except that termination of this Restrictive Covenant Agreement will not relieve a breaching party from liability for any breach of any provision of this Restrictive Covenant Agreement occurring prior to the termination of this Restrictive Covenant Agreement.

4.Governing Law; Jurisdiction. This Restrictive Covenant Agreement shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Texas, without regard for conflict of law provisions. Each party agrees that it will bring and maintain any action or proceeding in respect of any claim arising out of or related to this Restrictive Covenant Agreement or the transactions contemplated hereby exclusively in the United States District Court for the Eastern District of Texas, Tyler Division, or the state courts situated in Wood County, Texas, and, solely in connection with claims arising under this Restrictive Covenant Agreement or the transactions that are the subject of this Restrictive Covenant Agreement, (i) irrevocably submits to the exclusive jurisdiction of such courts, (ii) waives any objection to laying venue in any such action or proceeding in such courts, (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given by mail, as provided in this letter, or in such other manner as may be provided under applicable Laws.

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5.Modification and Waiver. No provision of this Restrictive Covenant Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Director and TCB. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Restrictive Covenant Agreement to be performed by such other party shall be deemed a waiver of dissimilar provisions or conditions at the same or any prior subsequent time.

6.Severability. In the event any one or more provisions of this Restrictive Covenant Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this Restrictive Covenant Agreement and the parties shall use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements the purposes and intents of this Restrictive Covenant Agreement.

7.Counterparts. This Restrictive Covenant Agreement may be executed and delivered electronically and in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Signatures delivered electronically shall have the same effect as originals.

8.Entire Agreement. This Restrictive Covenant Agreement represents the entire understanding of the parties hereto with reference to the transactions contemplated hereby, and this Restrictive Covenant Agreement supersedes any and all other oral or written agreements heretofore made.

9.Construction; Interpretation.  Whenever the singular number is used in this Restrictive Covenant Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Restrictive Covenant Agreement, they shall be deemed to be followed by the words “without limitation.” The headings in this Restrictive Covenant Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Restrictive Covenant Agreement or any of its provisions.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Restrictive Covenant Agreement as of the date first written above.

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[Signature Page to Non-Competition and Non-Disclosure Agreement]

EXHIBIT F

(Form of Claims Letter)

Execution Version

CLAIMS LETTER

October 29, 2026

Broadstreet Bank, SSB

215 W. Broad

Mineola, Texas 75773

Ladies and Gentlemen:

This letter is delivered pursuant to the Agreement and Plan of Merger, dated as of October 29, 2026 (the “Merger Agreement”), by and between Texas Community Bancshares, Inc., a Texas corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHCA”) (“TCBS”), and The Banc of San Jacinto County Bancshares, Inc., a Texas corporation and bank holding company registered under the BHCA (“SJCB”).

Concerning any claims the undersigned may have against (a) SJCB or any of its subsidiaries (each, a “SJCB Entity”), including without limitation The Bank of San Jacinto County, Coldspring, Texas, a Texas non-member bank and wholly-owned subsidiary of SJCB (“Target Bank”) or (b) TCBS or any of its subsidiaries (each, a “TCBS Entity”), including without limitation Broadstreet Bank, SSB, a Texas state savings bank and wholly-owned subsidiary of TCBS (“Broadstreet”), in his or her capacity as an officer, director, employee or shareholder of any SJCB Entity, and in consideration of the promises, and the mutual covenants contained herein and in the Merger Agreement and the mutual benefits to be derived hereunder and thereunder, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned, intending to be legally bound, hereby agrees as follows:

1.Definitions. Unless otherwise defined in this letter, capitalized terms used in this letter have the meanings given to them in the Merger Agreement.

2.Release of Certain Claims.

(a)The undersigned hereby releases and forever discharges, effective upon consummation of the Merger pursuant to the Merger Agreement, each SJCB Entity, each TCBS Entity and each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director, employee or shareholder of any SJCB Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually a “Released Claim,” and collectively, the “Released Claims”), except for the items listed in Section 2(b) below.

(b)For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:

(i)any Claims the undersigned may have in any capacity other than as an officer, director, employee or shareholder of any SJCB Entity, including without limitation (A)  Claims as a depositor under any deposit account with (1) Target Bank or (2) Broadstreet, (B) Claims as the

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holder of any Certificate of Deposit issued by (1) Target Bank or (2) Broadstreet, (C) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any SJCB Entity; and (D) Claims as a holder of any check issued by any other depositor of (1) Target Bank or (2) Broadstreet;

(ii)any Claims the undersigned may have for compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options, restricted stock grants, phantom stock awards, supplemental executive retirement plans, split dollar agreements or other benefit plans which have been disclosed in writing on the SJCB Disclosure Schedules on or prior to the date of the Merger Agreement;

(iii)any Claims the undersigned may have under the Merger Agreement;

(iv)any right to indemnification or advancement of expenses the undersigned may have under the certificate of formation, certificate of incorporation, articles of incorporation, bylaws or similar governing documents of any SJCB Entity, under Texas law, or under the Merger Agreement (including the directors’ and officers’ liability insurance “tail” coverage and the indemnification obligations contemplated by Section 5.09 of the Merger Agreement);

(v)any Claims that (A) are based upon facts and circumstances arising after the date hereof and prior to the Closing Date, and (B) have been asserted in writing to TCBS and SJCB prior to the Closing Date.

3.Forbearance. The undersigned shall forever refrain and forbear from commencing, instituting or prosecuting any lawsuit, action, claim or proceeding before or in any court, regulatory, governmental, arbitral or other authority to collect or enforce any Released Claims which are released and discharged hereby.

4.Miscellaneous.

(a)This letter contains the entire agreement between the parties with respect to the Released Claims released hereby, and the release of Claims contained in this letter supersedes all prior agreements, arrangements or understandings (written or otherwise) with respect to such Released Claims and no representation or warranty, oral or written, express or implied, has been made by or relied upon by any party hereto, except as expressly contained herein or in the Merger Agreement.

(b)This letter shall be binding upon and inure to the benefit of the undersigned, the Released Parties and their respective heirs, legal representatives, successors and assigns.

(c)This letter may not be modified, amended or rescinded except by the written agreement of the undersigned and the Released Parties, it being the express understanding of the undersigned and the Released Parties that no term hereof may be waived by the action, inaction or course of dealing by or between the undersigned or the Released Parties, except in strict accordance with this paragraph, and further that the waiver of any breach of the terms of this letter shall not constitute or be construed as the waiver of any other breach of the terms hereof.

(d)The undersigned represents, warrants and covenants that the undersigned is fully aware of the undersigned’s rights to discuss any and all aspects of this matter with any attorney chosen by him or her, and that the undersigned has carefully read and fully understands all the provisions of this letter, and that the undersigned is voluntarily entering into this letter.

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(e)This letter shall become effective upon the consummation of the Merger, and its operation to extinguish all of the Released Claims released hereby is not dependent on or affected by the performance or non-performance of any future act by the undersigned or the Released Parties. If the Merger Agreement is terminated for any reason, this letter shall be of no force or effect.

(f)If any civil action, arbitration or other legal proceeding is brought for the enforcement of this letter, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this letter, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, court costs, sales and use taxes and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys’ fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party (including any fees and costs associated with collecting such amounts).

(g)Each party acknowledges and agrees that any controversy which may arise under this letter is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this letter, or the transactions contemplated by this letter. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily, and (iv) each party has been induced to enter into this letter by, among other things, the mutual waivers and certifications in this Section.

(h)This letter shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Texas, without regard for conflict of law provisions. Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this letter or the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the State of Texas (the “Texas Courts”), and, solely in connection with claims arising under this letter or the transactions that are the subject of this letter, (i) irrevocably submits to the exclusive jurisdiction of the United States District Court for the Eastern District of Texas, and state courts situated in Wood County, Texas, (ii) waives any objection to laying venue in any such action or proceeding in the Texas Courts, (iii) waives any objection that the Texas Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given by mail, as provided in this letter, or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

[Signature Page Follows]

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[Signature Page to Claims Letter]

On behalf of Texas Community Bancshares, Inc., I hereby acknowledge receipt of this letter as of October 28, 2026.

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[Signature Page to Claims Letter]