INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of , 20 , by and between Third Coast Bancshares, Inc., a Texas corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
•] Shares THIRD COAST BANCSHARES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • New York
This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • April 1st, 2022 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 31, 2022, and is made by and among Third Coast Bancshares, Inc., a Texas corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2022 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of March 31, 2022 and is made by and among Third Coast Bancshares, Inc., a Texas corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
THIRD COAST BANCSHARES, INC. As Issuer, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of March 31, 2022 5.500% Fixed-to-Floating Rate Subordinated Notes due 2032Third Coast Bancshares, Inc. • April 1st, 2022 • Savings institutions, not federally chartered • New York
This INDENTURE dated as of March 31, 2022 is between Third Coast Bancshares, Inc., a Texas corporation and registered bank holding company (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).
FORM OF THIRD COAST BANCSHARES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2022 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [•], 2022, by and among Third Coast Bancshares, Inc., a Texas corporation (the “Company”), and the purchaser(s) signatory hereto (each a “Registration Rights Purchaser” and collectively, the “Registration Rights Purchasers”).
THIRD COAST BANK, SSB SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • October 15th, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is made by and between Third Coast Bank, SSB, Humble, Texas, a Texas banking association (the “Bank”), or any other successor, transferee, or assignees, and John McWhorter (the “Executive”).
FORM OF WARRANT AGREEMENTWarrant Agreement • October 6th, 2022 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Delaware
THE ISSUANCE OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND, IF APPLICABLE, A BROKER REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE).
EXHIBIT L FORM OF LETTER AGREEMENT THIRD COAST BANCSHARES, INC. 20202 HIGHWAY 59 NORTH, SUITE 190 HUMBLE, TX 77338Letter Agreement • September 9th, 2022 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Delaware
Reference is made to the Investment Agreement by and among Third Coast Bancshares, Inc., a Texas corporation (the “Company”), and the investors name therein, including, without limitation, Castle Creek Capital Partners VIII, L.P., a Delaware limited partnership (the “Lead Investor”), dated as of September 8, 2022 (the “Agreement”). Capitalized terms used herein without definition shall have the respective meanings in the Agreement.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG THIRD COAST BANCSHARES, INC. LAWMAKER MERGER SUB, INC. AND HERITAGE BANCORP, INC. Dated as of August 27, 2019Agreement and Plan of Reorganization • November 1st, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is effective as of August 27, 2019, by and among Third Coast Bancshares, Inc., a Texas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”), with its principal offices in Humble, Texas (“TCB”), Lawmaker Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of TCB (“Merger Sub”), and Heritage Bancorp, Inc., a Texas corporation and registered bank holding company under the BHCA (“HBI”). An index of defined terms is included in Section 10.12.
SUBORDINATED NOTE PURCHASE AGREEMENT $2.0 Million Subordinated Promissory NotesSubordinated Note Purchase Agreement • October 15th, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
This Subordinated Note Purchase Agreement (this “Agreement”), dated as of September 27, 2020, is entered into by and among Third Coast Bancshares, Inc., a Texas corporation (the “Company”), and Carl A. Davis (the “Purchaser’’).
THIRD COAST BANCSHARES, INC. 20202 HIGHWAY 59 NORTH, SUITE 190 HUMBLE, TX 77338Investment Agreement • October 6th, 2022 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Delaware
Reference is made to the Investment Agreement, dated as of September 8, 2022 (the “Agreement”), by and among Third Coast Bancshares, Inc., a Texas corporation (the “Company”), and the several purchasers of the Series A Preferred Stock identified on the signature pages thereto (each an “Investor” and collectively, the “Investors”). Capitalized terms used herein without definition shall have the respective meanings in the Agreement. This letter agreement sets forth certain agreements by and among the Company and the Investors with respect to certain matters in connection with the Agreement. Accordingly, the Company and the Investors hereby acknowledge and agree as follows:
SHOPPING CENTER LEASE AGREEMENTCenter Lease Agreement • October 15th, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
This Lease Agreement is made and entered into this the 20th day of March 2009, by and between Oaks Shopping Center Venture, LP – a Texas limited partnership, hereinafter called Owner, and Third Coast Bank, SSB, hereinafter called Tenant.
THIRD COAST BANCSHARES, INC. 2017 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • October 15th, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth below (the “Date Of Grant”) by and between Third Coast Bancshares, Inc., a Texas corporation and registered bank holding company (the “Company”), and the individual named below (“Optionee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Third Coast Bancshares, Inc. 2017 Non-Employee Director Stock Option Plan (the “Plan”).
THIRD COAST BANK, SSB SALARY CONTINUATION AGREEMENTContinuation Agreement • August 8th, 2023 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is made by and between Third Coast Bank, SSB, Humble, Texas, a Texas banking association (the “Bank”), or any other successor, transferee, or assignees, and Bill Bobbora (the “Executive”).
CAPITAL WARRANT AGREEMENTCapital Warrant Agreement • October 15th, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
This Capital Warrant Agreement (“Agreement”) is executed as of this 1st day of October, 2013 by Third Coast Bancshares, Inc. (the “Company”), a Texas corporation and registered bank holding company for Third Coast Bank, SSB (the “Bank”), in favor of the organizers of the Company listed on Exhibit A (each, an “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.
INVESTMENT AGREEMENT BY AND AMONG THIRD COAST BANCSHARES, INC. AND THE INVESTORS DATED AS OF SEPTEMBER 8, 2022Investment Agreement • September 9th, 2022 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of September 8, 2022, is by and among Third Coast Bancshares, a Texas corporation (the “Company”), and the several purchasers of the Series A Preferred Stock (as defined herein) identified on the signature pages hereto (each an “Investor and collectively, the “Investors”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2024 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March 15, 2024, by and between Third Coast Bank, a Texas banking association (the “Bank”), and R. John McWhorter (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Employment Agreement (as defined below).
SEPARATION AGREEMENTSeparation Agreement • October 15th, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
This Separation Agreement (this “Agreement”) is made and entered into effective as of December 31, 2019, by and among Dennis Bonnen (“EXECUTIVE”), and Heritage Bank (“BANK”). EXECUTIVE and BANK are sometimes referred to herein as a “party” and collectively as the “parties.” EXECUTIVE understands that in order to receive the consideration set forth herein, he must execute and return this Agreement to the BANK by December 31, 2019 by 11:59 p.m.
AMERICAN NATIONAL BANK & TRUST LOAN AGREEMENTLoan Agreement • October 15th, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
This loan Agreement (this “Agreement”) is made and entered into to be effective as of March 10, 2021, by and between AMERICAN NATIONAL BANK & TRUST (“Lender”) and THIRD COAST BANCSHARES, INC., a Texas corporation (“Borrower”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • July 7th, 2022 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered
This Confidential Separation Agreement and General Release (“Agreement”) is entered into between Donald Legato (“Executive”), Third Coast Bank, SSB, and Third Coast Bancshares, Inc. (collectively the “Bank”) as follows:
AMERICAN NATIONAL BANK & TRUST RENEWAL, EXTENSION AND MODIFICATION OF LOANThird Coast Bancshares, Inc. • September 14th, 2022 • Savings institutions, not federally chartered
THIS RENEWAL, EXTENSION AND MODIFICATION OF LOAN (this “Renewal”) is made by and between THIRD COAST BANCSHARES, INC. (the “Borrower”) and AMERICAN NATIONAL BANK & TRUST (“Lender”), to be effective as of the 10th day of September, 2022.
EXHIBIT D FORM OF VOTING AGREEMENTForm of Voting Agreement • September 9th, 2022 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered • Texas
This Voting Agreement (this “Agreement”), dated as of September 8, 2022, is by and among the shareholders listed on the signature page hereto (each, a “Shareholder” and, collectively, the “Shareholders”) and each of the purchasers listed on the signature page hereto (each, an “Investor” and, collectively, the “Investors”).
THIRD PARTY SERVICE AGREEMENTThird Party Service Agreement • October 15th, 2021 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered
• The Customer is of the opinion that the Service Provider has the necessary qualifications, experience, and abilities to provide services in connection with certain industry specific servicing of the Customer.
CONSULTING AGREEMENTConsulting Agreement • March 15th, 2023 • Third Coast Bancshares, Inc. • Savings institutions, not federally chartered
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of January 1, 2023 (“Effective Date”), is made and entered into by and between Third Coast Bancshares, Inc. (“Company”), the parent bank holding company of Third Coast Bank, SSB (the “Bank”), a Texas state savings bank, and Dennis Bonnen (“Consultant”).
