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).
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:
