First Bancshares Inc /MS/ Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 14th, 2016 • First Bancshares Inc /MS/ • National commercial banks

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 12, 2016, by and among The First Bancshares, Inc., a Mississippi corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • September 25th, 2020 • First Bancshares Inc /MS/ • National commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 25, 2020, and is made by and among THE FIRST BANCSHARES, INC., a Mississippi corporation (the “Company”), and the purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 25th, 2020 • First Bancshares Inc /MS/ • National commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of September 25, 2020, and is made by and among The First Bancshares, Inc. a Mississippi 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”).

The First Bancshares, Inc.
First Bancshares Inc /MS/ • September 25th, 2020 • National commercial banks • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 25th, 2013 • First Bancshares Inc /MS/ • National commercial banks • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2013, by and among The First Bancshares, Inc., a Mississippi corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 14th, 2016 • First Bancshares Inc /MS/ • National commercial banks • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of October 12, 2016, by and among The First Bancshares, Inc., a Mississippi corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

LOAN AGREEMENT
Loan Agreement • December 9th, 2016 • First Bancshares Inc /MS/ • National commercial banks • Tennessee

The First Bancshares Statutory Trust II, a Delaware statutory trust The First Bancshares Statutory Trust III, a Delaware statutory trust The First, a national banking association TFTC LLC

SECURITIES PURCHASE AGREEMENT by and between THE UNITED STATES DEPARTMENT OF THE TREASURY and THE FIRST BANCSHARES, INC. Dated as of December 6, 2016
Securities Purchase Agreement • December 16th, 2016 • First Bancshares Inc /MS/ • National commercial banks • New York
1,750,000 Shares The First Bancshares, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 31st, 2017 • First Bancshares Inc /MS/ • National commercial banks • New York
The First, A National Banking Association SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • March 16th, 2017 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

THIS supplemental executive retirement AGREEMENT (“Agreement”) is made and entered into this 19 day of May, 2014, (“Effective Date”) between The First, A National Banking Association (“Bank”), a federally-chartered commercial bank located in Hattiesburg, Mississippi, and Donna T. Lowery (“Executive”).

AGREEMENT AND PLAN OF MERGER by and between THE FIRST BANCSHARES, INC. and SUNSHINE FINANCIAL, INC. Dated as of December 6, 2017
Agreement and Plan of Merger • March 16th, 2018 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

This Agreement and Plan of Merger (this “Agreement”) is dated as of December 6, 2017, by and between The First Bancshares, Inc., a Mississippi corporation (“FBMS”), and Sunshine Financial, Inc., a Maryland corporation (“SSNF” and, together with FBMS, the “Parties” and each a “Party”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • May 1st, 2018 • First Bancshares Inc /MS/ • National commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 30, 2018, and is made by and among The First Bancshares, Inc., a Mississippi corporation (“Company”), and the several purchasers of the Subordinated Notes (each a “Purchaser” and collectively, the “Purchasers”).

EXHIBIT 99
Employment Agreement • March 29th, 2000 • First Bancshares Inc /MS/ • National commercial banks • Mississippi
AGREEMENT AND PLAN OF MERGER by and between THE FIRST BANCSHARES, INC. and SOUTHWEST GEORGIA FINANCIAL CORPORATION Dated as of December 18, 2019
Agreement and Plan of Merger • December 18th, 2019 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

This Agreement and Plan of Merger (this “Agreement”) is dated as of December 18, 2019, by and between The First Bancshares, Inc., a Mississippi corporation (“FBMS”), and Southwest Georgia Financial Corporation, a Georgia corporation (“SWGB” and, together with FBMS, the “Parties” and each a “Party”).

UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220
Letter Agreement • October 4th, 2010 • First Bancshares Inc /MS/ • National commercial banks • New York
ACQUISITION AGREEMENT
Acquisition Agreement • February 1st, 2013 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

This ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2013, by and between THE FIRST BANCSHARES, INC., a Mississippi corporation with its principal offices in Hattiesburg, Mississippi (“BUYER”) and FIRST BALDWIN BANCSHARES, INC., an Alabama corporation with its principal offices in Foley, Alabama (“SELLER”).

for Restricted Stock Award
Stock Incentive Agreement • March 16th, 2018 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

This Agreement is made this the _____ day of ______________, 20___ by and between The First Bancshares, Inc. (the “Company”) and _________________________________ (the “Grantee”) pursuant to The First Bancshares, Inc. 2007 Stock Incentive Plan (the “Plan”).

AGREEMENT AND PLAN OF MERGER by and between THE FIRST BANCSHARES, INC. and FPB FINANCIAL CORP. Dated as of November 6, 2018
Agreement and Plan of Merger • November 6th, 2018 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

This Agreement and Plan of Merger (this “Agreement”) is dated as of November 6, 2018, by and between The First Bancshares, Inc., a Mississippi corporation (“FBMS”), and FPB Financial Corp., a Louisiana corporation (“FPB” and, together with FBMS, the “Parties” and each a “Party”).

The First, A National Banking Association SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive Retirement Plan Agreement • March 12th, 2021 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (“Agreement”) is made and entered into this 1st day of January 2021 (“Effective Date”), between The First, A National Banking Association (“Bank”), a federally-chartered commercial bank located in Hattiesburg, Mississippi, and Donna T. Lowery (“Executive”).

FIRST AMENDMENT TO ACQUISITION AGREEMENT
Acquisition Agreement • March 20th, 2013 • First Bancshares Inc /MS/ • National commercial banks

THIS FIRST AMENDMENT TO ACQUISITION AGREEMENT (this "AMENDMENT") is made and entered into effective as of the 15th day of March, 2013, by and among THE FIRST BANCSHARES, INC., a Mississippi corporation with its principal offices in Hattiesburg, Mississippi ("BUYER"), FIRST BALDWIN BANCSHARES, INC., an Alabama corporation with its principal offices in Foley, Alabama ("SELLER") and FIRST NATIONAL BANK OF BALDWIN COUNTY, a national banking association with its principal offices in Foley, Alabama (“FNB").

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN THE FIRST BANCSHARES, INC. AND BCB HOLDING COMPANY, INC. Dated as of March 3, 2014
Agreement and Plan of Merger • March 7th, 2014 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 3, 2014, by and between THE FIRST BANCSHARES, INC. (“FBMS”), a corporation organized under the laws of the State of Mississippi, with its principal office located in Hattiesburg, Mississippi, and BCB HOLDING COMPANY, INC. (“BCB”), a corporation organized under the laws of the State of Alabama, with its principal office located in Mobile, Alabama.

AGREEMENT AND PLAN OF MERGER by and between THE FIRST BANCSHARES, INC. and SOUTHWEST BANC SHARES, INC. Dated as of October 24, 2017
Agreement and Plan of Merger • November 9th, 2017 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

This Agreement and Plan of Merger (this “Agreement”) is dated as of October 24, 2017, 2017, by and between The First Bancshares, Inc., a Mississippi corporation (“FBMS”), and Southwest Banc Shares, Inc., an Alabama corporation (“SWBS”) and, together with FBMS, the “Parties” and each a “Party”).

STOCK PURCHASE AGREEMENT between THE FIRST BANCSHARES, INC. and A. WILBERT’S SONS LUMBER AND SHINGLE CO. for the purchase and sale of 100% of the capital stock of IBERVILLE BANK Dated as of October 12, 2016
Stock Purchase Agreement • October 14th, 2016 • First Bancshares Inc /MS/ • National commercial banks • Louisiana

STOCK PURCHASE AGREEMENT, dated as of October 12, 2016 (this “Agreement”), between The First Bancshares, Inc., a Mississippi corporation (“Buyer”), and A. Wilbert’s Sons Lumber and Shingle Co., a Louisiana corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article X, and Article X also includes an index of all other capitalized terms used in this Agreement.

AGREEMENT AND PLAN OF MERGER by and between THE FIRST BANCSHARES, INC. and FIRST FLORIDA BANCORP, INC. Dated as of July 22, 2019
Agreement and Plan of Merger • July 23rd, 2019 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

This Agreement and Plan of Merger (this “Agreement”) is dated as of July 22, 2019, by and between The First Bancshares, Inc., a Mississippi corporation (“FBMS”), and First Florida Bancorp, Inc., a Florida corporation (“FFB” and, together with FBMS, the “Parties” and each a “Party”).

FIRST AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT BETWEEN THE FIRST BANK AND DONNA T. LOWERY DATED JANUARY 1, 2021
Retirement Plan Agreement • February 29th, 2024 • First Bancshares Inc /MS/ • National commercial banks

THIS FIRST AMENDMENT (the “Amendment”) is adopted this 1st day of January 2024, by and between The First Bank, formerly The First, A National Banking Association (the “Bank”) and Donna T. Lowery (the “Executive”).

AGREEMENT AND PLAN OF MERGER by and between THE FIRST BANCSHARES, INC. and BEACH BANCORP, INC. Dated as of April 26, 2022
Agreement and Plan of Merger • May 2nd, 2022 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

This Agreement and Plan of Merger (this “Agreement”) is dated as of April 26, 2022, by and between The First Bancshares, Inc., a Mississippi corporation (“FBMS”), and Beach Bancorp, Inc., a Florida corporation (“BBI” and, together with FBMS, the “Parties” and each a “Party”).

The First Agrees to Purchase Seven Cadence Bank Branches
First Bancshares Inc /MS/ • September 2nd, 2021 • National commercial banks

HATTIESBURG, Miss.--(BUSINESS WIRE)--September 2, 2021--The First, A National Banking Association (“The First”), headquartered in Hattiesburg, Mississippi and subsidiary of The First Bancshares, Inc. (NASDAQ: FBMS “FBMS”) has entered into a definitive purchase agreement to acquire seven Cadence Bank, N.A. branches in Northeast Mississippi. Cadence Bank, N.A. is a subsidiary of Cadence Bancorporation (NYSE: CADE “Cadence”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 14th, 2016 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 12, 2016, by and between THE FIRST BANCSHARES, INC. (“FBMS”), a corporation organized under the laws of the State of Mississippi, with its principal office located in Hattiesburg, Mississippi, and its wholly-owned subsidiary, THE FIRST, A NATIONAL BANKING ASSOCIATION, with its principal office located in Hattiesburg, Mississippi, (“The First”), on the one hand, and GULF COAST COMMUNITY BANK (“Gulf Coast”), a banking corporation organized under the laws of the State of Florida, with its principal office located in Pensacola, Florida.

One Atlantic Center
First Bancshares Inc /MS/ • January 9th, 2018 • National commercial banks

You have requested our opinion regarding certain U.S. federal income tax consequences of the merger contemplated by the Agreement and Plan of Merger, dated as of October 24, 2017 (the “Agreement”), between The First Bancshares, Inc., a Mississippi corporation (“FBMS”), and Southwest Banc Shares, Inc., an Alabama corporation (“SWBS”), pursuant to which, at the Effective Time, SWBS will merge with and into FBMS, with FBMS as the surviving corporation (the “Merger”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2020 • First Bancshares Inc /MS/ • National commercial banks

THIS AMENDMENT (“Amendment”) to the Employment Agreement dated as of May 31, 2011 (the “Employment Agreement”) by and between The First, a National Banking Association (the “Bank) and M. Ray (Hoppy) Cole, Jr. (the “Executive”), shall be effective as of the 16th day of January, 2020.

THE FIRST BANCSHARES, INC. Stock Incentive Agreement for Restricted Stock Award
Stock Incentive Plan • May 10th, 2019 • First Bancshares Inc /MS/ • National commercial banks • Mississippi

This Agreement is made this the _____ day of ______________, 20___ by and between The First Bancshares, Inc. (the “Company”) and _________________________________ (the “Grantee”) pursuant to The First Bancshares, Inc. 2007 Stock Incentive Plan (the “Plan”).

W I T N E S S E T H:
Employment Agreement • June 25th, 1998 • First Bancshares Inc /MS/ • National commercial banks • Mississippi
SECOND AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT BETWEEN THE FIRST BANK AND MILTON R, COLE, JR. DATED MAY 15, 2014
Retirement Plan Agreement • February 29th, 2024 • First Bancshares Inc /MS/ • National commercial banks

THIS SECOND AMENDMENT (the “Amendment”) is adopted this 1st day of January 2024, by and between The First Bank, formerly The First, A National Banking Association (the “Bank”) and Milton R. Cole, Jr. (the “Executive”).

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