Green Bancorp, Inc. and Patriot Bancshares, Inc. Announce Merger Plans, Creating a Premier Texas Banking Franchise

Green Bancorp, Inc.

and Patriot Bancshares, Inc. announced today they have entered into a definitive agreement and plan of merger valued at approximately $139 million based on the closing price of Green Bancorp common stock on May 26, 2015. The merger will result in a leading commercial bank specializing in serving small-to-middle market commercial clients in Houston, Dallas and Austin. Upon completion of the merger, the combined company will have approximately $3.6 billion in assets, $2.8 billion in gross loans and $3.0 billion in deposits across 23 locations operating as Green Bank. Patriot Bancshares adds 6 locations in Houston, 2 in Dallas and 1 in Fannin County, Texas, strengthening Green Bancorp's existing presence in the Houston and Dallas metro areas. The combined institution will be the 15th largest bank headquartered in Texas and the 7th largest Texas bank by deposits in the Houston metro area. Green Bank Chairman, Manny Mehos, said, "We formed Green Bank in 2006 to take advantage of what we believed would be a wave of consolidation in the Texas banking industry. Our goal from the beginning was to build a $5 billion in assets bank with a geographic focus on the very attractive growth markets of Houston, Dallas-Fort Worth, and Austin. Over the last nine years, we have successfully completed and integrated five acquisitions building Green Bank into a strong middle market bank with over $2 billion in assets." Mr. Mehos continued, "Today, I am very pleased to announce our merger with Patriot Bancshares which marks a significant step towards the realization of our goal as well as positioning Green Bank to accelerate our strategy. This merger provides the necessary scale for Green Bank to be a significant competitor in our markets as well as an extremely attractive merger partner for future deals." Geoff Greenwade, President and Chief Executive Officer of Green Bank, added, "Patriot Bancshares is the perfect partner for Green Bank given their complementary branch network, similar business philosophy, and opportunity to leverage our bankers' relationships to drive organic growth. Patriot's management team has built a bank that fits very well with our portfolio banker model. This merger also helps to strengthen our existing presence in Houston and Dallas in addition to diversifying our loan and deposit bases." Don Ellis, Chairman and Chief Executive Officer of Patriot Bancshares, concluded, "Today is an important day for our bank, our employees and our shareholders as we join the Green Bank team. I believe this merger positions our combined bank to become the premier Texas franchise and believe Patriot shareholders will benefit from the long term value creation that this platform is uniquely positioned to generate." The combined company will continue to operate under the Green Bancorp name and its principal banking subsidiary will continue under the name Green Bank, N.A. The combined company will be led by Green Bancorp's Manuel Mehos as Chairman and Chief Executive Officer, Geoffrey Greenwade as President, John Durie as Chief Financial Officer and Donald Perschbacher as Corporate Chief Credit Officer. Patriot Bancshares Chairman and Chief Executive Officer Don Ellis will be named Vice Chairman of Green Bancorp's board. The merger agreement provides that Green Bancorp will issue at the closing 10,757,273 shares of Green Bancorp common stock to Patriot Bancshares shareholders in exchange for all outstanding Patriot common shares as well as Patriot Bancshares' $10.4 million Series D and Series F preferred stock which will be converted to Patriot common stock in advance of the closing. In addition, it is expected that Patriot Bancshares' $27.3 million Series B and Series C TARP preferred stock (now held by private shareholders) will be redeemed in connection with the closing. The transaction is expected to generate significant earnings per share accretion from identified cost savings. Upon closing, Green Bancorp shareholders will own approximately 71% of the stock of the combined company and Patriot Bancshares shareholders will own approximately 29%. Approvals The transaction has been approved by the Boards of Directors of both companies, and is expected to close in the fourth quarter of 2015. The transaction is subject to approval by each company's shareholders, as well as regulatory approval and other customary closing conditions. Certain shareholders of Green Bancorp and Patriot Bancshares have agreed to vote in favor of the transaction. Advisors Jefferies LLC served as financial advisor to Green Bancorp. Skadden, Arps, Slate, Meagher & Flom LLP served as Green's legal counsel. Keefe, Bruyette & Woods, Inc. served as financial advisor to Patriot Bancshares. Harris Law Firm PC and Fenimore, Kay, Harrison & Ford, LLP served as Patriot's legal counsel. Conference Call Green Bancorp will host a conference call and webcast on May 27, 2015 at 5:00 p.m. Eastern Time to discuss the transaction. The conference call can be accessed live over the phone by dialing 1-877-407-0789, or for international callers, 1-201-689-8562. A replay will be available starting at 8:00 p.m. Eastern Time on May 27, 2015 and can be accessed by dialing 1-877-870-5176, or for international callers, 1-858-384-5517. The passcode for the replay is 13611071. The replay will be available until 11:59 p.m. Eastern Time on June 3, 2015.