FIRST GUARANTY BANCSHARES, INC. (a Louisiana corporation) 1,200,000 Depositary Shares Each Representing a 1/40th Interest in a Share of 6.75% Series A Fixed- Rate Non-Cumulative Perpetual Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2021 • First Guaranty Bancshares, Inc. • Savings institution, federally chartered • New York
First Guaranty Bancshares, Inc., a Louisiana corporation and registered bank holding company (the “Company”), confirms its agreement (the “Agreement”) with Janney Montgomery Scott LLC (the “Underwriter”), subject to the terms and conditions stated herein, with respect to the issue and sale by the Company and the purchase by the Underwriter of an aggregate of 1,200,000 depositary shares (the “Firm Shares”), each representing 1/40th ownership interest in a share of the Company’s 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1,000.00 per share (the “Preferred Shares”), with a liquidation preference of $1,000 per share (equivalent to $25.00 per depositary share). The Company also proposes to issue and sell to the Underwriter not more than an additional 180,000 depositary shares (the “Option Shares, and, together with the Firm Shares, the “Depositary Shares”), if and to the extent that Underwriter will have determined to exercise the right to purchase such O
DEPOSIT AGREEMENTDeposit Agreement • April 27th, 2021 • First Guaranty Bancshares, Inc. • Savings institution, federally chartered • New York
DEPOSIT AGREEMENT dated as of April 27, 2021, by and among (i) First Guaranty Bancshares, Inc., a Louisiana corporation, (ii) Zions Bancorporation, National Association, a national banking association organized under the federal laws of the United Stated, as Depositary, and (iii) the Holders from time to time of the Receipts described herein.
