Exhibit 4.1


 


Execution Version


 


The
First Bancshares, Inc.


 


as
Issuer,


 


and


 


U.S.
Bank National Association


 


as
Trustee


 


INDENTURE


 


Dated
as of September 25, 2020


 


4.25%
Fixed-to-Floating Rate Subordinated Notes due 2030


 






     


     


    







 


TABLE OF CONTENTS


 




	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 
	Section 101   Definitions.	1
	Section 102   Compliance Certificates and Opinions.	9
	Section 103   Form of Documents Delivered to Trustee.	10
	Section 104   Acts of Holders.	10
	Section 105   Required Notices or Demands.	12
	Section 106   Language of Notices.	13
	Section 107   Incorporation by Reference of Trust Indenture Act; Conflicts.	13
	Section 108   Effect of Headings and Table of Contents.	14
	Section 109   Successors and Assigns.	14
	Section 110   Severability.	14
	Section 111   Benefits of Indenture.	14
	Section 112   Governing Law.	14
	Section 113   Legal Holidays.	14
	Section 114   Counterparts; Electronic Transmission.	15
	Section 115   Immunity of Certain Persons.	15
	Section 116   Waiver of Jury Trial.	15
	Section 117   Force Majeure.	15
	Section 118   USA Patriot Act.	16
	Section 119   No Sinking Fund.	16
	Section 120   Rules of Construction.	16
	 	 
	ARTICLE II THE SUBORDINATED NOTES	17
	 	 
	Section 201   Forms Generally.	17
	Section 202   Definitive Subordinated Notes.	17
	Section 203   Global Subordinated Notes.	17
	Section 204   Restricted Subordinated Notes.	18
	Section 205   Execution and Authentication.	18
	Section 206   Registrar and Paying Agent.	19
	Section 207   Registration of Transfer and Exchange.	19
	Section 208   Exchange Offer.	24
	Section 209   Mutilated, Destroyed, Lost and Stolen Subordinated Notes.	24
	Section 210   Payment of Interest; Rights to Interest Preserved.	25
	Section 211   Persons Deemed Owners.	26
	Section 212   Cancellation.	27
	Section 213   Computation of Interest.	27
	Section 214   CUSIP Numbers.	35
	 	 
	ARTICLE III SATISFACTION AND DISCHARGE OF INDENTURE	35
	 	 
	Section 301   Satisfaction and Discharge.	35
	Section 302   Defeasance and Covenant Defeasance.	36
	Section 303   Application of Trust Money.	39
	Section 304   Reinstatement.	39
	Section 305   Effect on Subordination Provisions.	39



 






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	ARTICLE IV REMEDIES	40
	 	 
	Section 401   Events of Default; Acceleration.	40
	Section 402   Failure to Make Payments.	41
	Section 403   Trustee May File Proofs of Claim.	42
	Section 404   Trustee May Enforce Claims Without Possession of Subordinated Notes.	43
	Section 405   Application of Money Collected.	43
	Section 406   Limitation on Suits.	44
	Section 407   Unconditional Right of Holders to Payments.	44
	Section 408   Restoration of Rights and Remedies.	44
	Section 409   Rights and Remedies Cumulative.	45
	Section 410   Delay or Omission Not Waiver.	45
	Section 411   Control by Holders.	45
	Section 412   Waiver of Past Defaults.	45
	Section 413   Undertaking for Costs.	46
	 	 
	ARTICLE V THE TRUSTEE	46
	 	 
	Section 501   Duties of Trustee.	46
	Section 502   Certain Rights of Trustee.	47
	Section 503   Notice of Defaults.	49
	Section 504   Not Responsible for Recitals or Issuance of Subordinated Notes.	49
	Section 505   May Hold Subordinated Notes.	50
	Section 506   Money Held in Trust.	50
	Section 507   Compensation and Reimbursement.	50
	Section 508   Corporate Trustee Required; Eligibility.	51
	Section 509   Resignation and Removal; Appointment of Successor.	51
	Section 510   Acceptance of Appointment by Successor.	52
	Section 511   Merger, Conversion, Consolidation or Succession to Business.	54
	Section 512   Appointment of Authenticating Agent.	54
	Section 513   Preferred Collection of Claims against Company.	55
	 	 
	ARTICLE VI HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY	55
	 	 
	Section 601   Holder Lists.	55
	Section 602   Preservation of Information; Communications to Holders.	56
	Section 603   Reports by Trustee.	56
	Section 604   Reports by Company.	56
	 	 
	ARTICLE VII SUCCESSORS	57
	 	 
	Section 701   Merger, Consolidation or Sale of All or Substantially All Assets.	57
	Section 702   Successor Person Substituted for Company.	58



 






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	ARTICLE VIII SUPPLEMENTAL INDENTURES	59
	 	 
	Section 801   Supplemental Indentures without Consent of Holders.	59
	Section 802   Supplemental Indentures with Consent of Holders.	60
	Section 803   Execution of Supplemental Indentures.	61
	Section 804   Effect of Supplemental Indentures.	61
	Section 805   Reference in Subordinated Notes to Supplemental Indentures.	61
	Section 806   Effect on Senior Indebtedness.	61
	Section 807   Conformity with Trust Indenture Act.	61
	 	 
	ARTICLE IX COVENANTS	61
	 	 
	Section 901   Payment of Principal and Interest.	61
	Section 902   Maintenance of Office.	62
	Section 903   Money for Subordinated Notes Payments to Be Held in Trust.	62
	Section 904   Corporate Existence.	64
	Section 905   Maintenance of Properties.	64
	Section 906   Waiver of Certain Covenants.	64
	Section 907   Company Statement as to Compliance.	64
	Section 908   Tier 2 Capital.	65
	Section 909   Dividends.	65
	 	 
	ARTICLE X REDEMPTION OF SECURITIES	65
	 	 
	Section 1001   Applicability of Article.	65
	Section 1002   Election to Redeem; Notice to Trustee.	66
	Section 1003   Selection by Trustee of Subordinated Notes to be Redeemed.	66
	Section 1004   Notice of Redemption.	66
	Section 1005   Deposit of Redemption Price.	67
	Section 1006   Subordinated Notes Payable on Redemption Date.	67
	Section 1007   Subordinated Notes Redeemed in Part.	68
	 	 
	ARTICLE XI SUBORDINATION OF SECURITIES	68
	 	 
	Section 1101   Agreement to Subordinate.	68
	Section 1102   Distribution of Assets.	69
	Section 1103   Default With Respect to Senior Indebtedness.	71
	Section 1104   No Impairment.	71
	Section 1105   Effectuation of Subordination Provisions.	71
	Section 1106   Notice to Trustee.	72
	Section 1107   Trustee Knowledge of Senior Indebtedness.	72
	Section 1108   Senior Indebtedness to Trustee.	73
	Section 1109   Subordination Not Applicable to Trustee Compensation.	73





 






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CROSS-REFERENCE TABLE


 


	Trust Indenture Act Section	Indenture Section
	§310 (a)(1)	508
	         (a)(2)	508
	         (a)(5)	508
	         (b)	508, 509
	§311 (a)	505
	         (b)	505
	§312 (a)	601
	         (b)	602
	         (c)	602
	§313 (a)	603
	         (b)(2)	603
	         (c)	603
	         (d)	603
	§314 (a)	604
	         (a)(4)	907
	         (c)(1)	102
	         (c)(2)	102
	         (e)	102
	§315 (a)	501,502
	         (b)	503
	         (c)	501
	         (d)	501,502
	         (e)	413
	§316 (a) (last sentence)	101
	         (a)(1)(A)	402,411
	         (a)(1)(B)	411,412
	         (b)	407
	         (c)	104
	§317 (a)(1)	402
	         (a)(2)	403
	         (b)	903
	§318 (a)	107
	         (b)	107
	         (c)	107


 


Note: This Cross-Reference table will not,
for any purpose, be deemed part of this Indenture.


 






    	 	iv	 



     


    







 



 


This INDENTURE dated
as of September 25, 2020 is between The First Bancshares, Inc., a Mississippi corporation (the “Company”),
and U.S. Bank National Association, a national banking association duly organized and existing under the last of the United States
of America (the “Trustee”).


 


RECITALS


 


WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to provide for an issue of $65 million in aggregate
principal amount of 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030, subject to the terms and conditions set forth in
this Indenture.


 


NOW, THEREFORE, in
order to declare the terms and conditions upon which the Subordinated Notes are authenticated, issued and delivered, and in consideration
of the premises, and of the purchase and acceptance of the Subordinated Notes by the Holders thereof, the Company and the Trustee
agree as follows for the benefit of each other and for the benefit of the respective Holders from time to time of the Subordinated
Notes.


 


ARTICLE
I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section
101         Definitions.


 


Except as otherwise
expressly provided in this Indenture or unless the context otherwise requires, the terms defined in this Section for all purposes
of this Indenture, any Company Order, any Board Resolution, and any indenture supplemental hereto will have the respective meanings
specified in this Section.


 


“Act,”
when used with respect to any Holders, is defined in Section 104.


 


“Additional
Interest” has the meaning set forth in the Registration Rights Agreement.


 


“Affiliate”
means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with
respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Subordinated
Note, the rules and procedures of the Depositary that apply to such transfer or exchange.


 


“Authenticating
Agent” means any Person authorized by the Trustee in accordance with Section 512 to act on behalf of the Trustee
to authenticate Subordinated Notes.


 


“Authorized
Newspaper” means a newspaper, in an official language of the place of publication or in the English language, customarily
published on each day that is a Business Day in the place of publication, whether or not published on days that are not Business
Days in the place of publication, and of general circulation in each place in connection with which the term is used or in the
financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same place meeting the foregoing requirements and in each
case on any day that is a Business Day in the place of publication.


 






    1


     


    

 


“Authorized
Officer” means each of the Chief Executive Officer, the President, any Executive Vice President or Vice President,
the Chief Financial Officer and the Treasurer of the Company.


 


“Bankruptcy
Laws” mean Title 11, United States Code (11 U.S.C. §§101 et seq.) or any similar federal or state law for
the relief of debtors.


 


“Board
of Directors” means, as to any Person, the board of directors, or similar governing body, of such Person or any duly
authorized committee thereof.


 


“Board
Resolution” means one or more resolutions, certified by the Secretary or an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered
to the Trustee.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which banking institutions in the State of Mississippi,
are authorized or obligated by law, regulation or executive order to close.


 


“Commission”
means the U.S. Securities and Exchange Commission, as from time to time constituted, or, if at any time after the execution
of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.


 


“Common
Stock” means any and all shares of the common stock, no par value per share, of the Company, whether outstanding
on the date of this Indenture or issued thereafter, and includes, without limitation all series and classes of such common stock.


 


“Company”
is defined in the preamble to this Indenture,


 


“Company
Request” and “Company Order” mean, respectively, a written request or order, as
the case may be, signed on behalf of the Company by an Authorized Officer and delivered to the Trustee.


 


“Corporate
Trust Office” means the address of the Trustee specified in Section 105 or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the designated address of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).


 


“Covenant
Defeasance” is defined in Section 302(3).


 


“Defaulted
Interest” is defined in Section 210.


 






    2


     


    

 


“Definitive
Subordinated Notes” means, individually and collectively, each Restricted Definitive Subordinated Note and
each Unrestricted Definitive Subordinated Note, substantially in the form of Exhibit A-l hereto, issued under this Indenture.


 


“Depositary”
means, with respect to any Subordinated Note issuable or issued in whole or in part in global form, the Person designated
as depositary by the Company in accordance with this Indenture, and any and all successors thereto appointed as Depositary under
this Indenture. The initial Depositary shall be The Depository Trust Company.


 


“Dollars”
or “$” means a dollar or other equivalent unit of legal tender for payment of public or private debts
in the United States.


 


“Event
of Default” is defined in Section 401.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto.


 


“Exchange
Notes” means the Subordinated Notes issued in the Exchange Offer in accordance with Section 208.


 


“Exchange
Offer” has the meaning set forth in the Registration Rights Agreement.


 


“Existing
Subordinated Notes” means, collectively, the Company’s (a) 5.875% Fixed-to-Floating Subordinated Notes due
2028, issued in an initial aggregate principal amount of $24 million, and (b) 6.40% Fixed-to-Floating Subordinated Notes due 2033,
issued in an initial aggregate principal amount of $42 million.


 


“Federal
Reserve Board” means the Board of Governors of the Federal Reserve System or any successor regulatory authority with
jurisdiction over bank holding companies.


 


“Fixed
Interest Payment Date” means April 1 and October 1 of each year, beginning April 1, 2021.


 


“Fixed
Rate Period” is defined in Section 213.


 


“Floating
Interest Payment Date” means January 1, April 1, July 1 and October 1 of each year, beginning January 1, 2026.


 


“Floating
Rate Interest Period” is defined in Section 213.


 


“Floating
Rate Period” is defined in Section 213.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants, the statements and pronouncements of the
Financial Accounting Standards Board and such other statements by such other entities (including the Commission) as have been accepted
by a significant segment of the accounting profession, which are applicable at the date of this Indenture.


 






    3


     


    

 


“Global
Subordinated Notes” means, individually and collectively, each Restricted Global Subordinated Note and each
Unrestricted Global Subordinated Note, substantially in the form of Exhibit A-2 hereto, issued under this Indenture.


 


“Government
Obligations” means securities which are direct obligations of the United States of America in each case where the
payment or payments thereunder are supported by the full faith and credit of the United States of America.


 


“Holder”
means the Person in whose name the Subordinated Note is registered in the Subordinated Note Register.


 


“Indenture”
means this Indenture, as amended and supplemented from time to time in accordance with its terms.


 


“Initial
Notes” means the $65 million in aggregate principal amount of the Company’s 4.25% Fixed-to-Floating Rate Subordinated
Notes due 2030 issued under this Indenture on the date hereof.


 


“Interest
Payment Date” means either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.


 


“Investment
Company Event” means receipt by the Company of an opinion of independent counsel experienced in such matters to the
effect that there is more than an insubstantial risk that the Company is or, within 90 days of the date of such legal opinion will
be, considered an “investment company” that is required to be registered under the Investment Company Act of 1940,
as amended.


 


“Legal
Defeasance” is defined in Section 302(2).


 


“Letter
of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders for use by
such Holders in connection with an Exchange Offer.


 


“Maturity”
means the date on which the principal of a Subordinated Note or an installment of principal becomes due and payable as provided
in or under this Indenture or such Subordinated Note, whether at the Stated Maturity or by an acceleration of the maturity of such
Subordinated Note in accordance with the terms of such Subordinated Note, upon redemption at the option of the Company, upon repurchase
or repayment or otherwise, and includes a Redemption Date for such Subordinated Note and a date fixed for the repurchase or repayment
of such Subordinated Note at the option of the Holder.


 


“Officer”
means, with respect to any Person, the chairman of the board, vice chairman of the board, the chief executive officer, the president,
the chief operating officer, the chief financial officer, the treasurer, any assistant treasurer, the controller, the secretary
or any Vice President of such Person.


 


“Officers’
Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, at least
one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the
Company, that complies with the requirements of Section 102 and is delivered to the Trustee.


 






    4


     


    

 


“Opinion
of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee, which opinion
meets the requirements of Section 102. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.


 


“Outstanding,”
when used with respect to any Subordinated Notes, means, as of the date of determination, all such Subordinated Notes theretofore
authenticated and delivered under this Indenture, except (1) any such Subordinated Note theretofore cancelled by the Trustee or
the Registrar or delivered to the Trustee or the Registrar for cancellation; (2) any such Subordinated Note for whose payment at
the Maturity thereof money in the necessary amount has been theretofore deposited in accordance with this Indenture (other than
in accordance with Section 302) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company will act as its own Paying Agent) for the Holders of such Subordinated Notes, provided
that, if such Subordinated Notes are to be redeemed, notice of such redemption has been duly given in accordance with this Indenture
or provision therefor satisfactory to the Trustee has been made; (3) any such Subordinated Note with respect to which the Company
has effected Legal Defeasance or Covenant Defeasance in accordance with Section 302, except to the extent provided in Section 302;
and (4) any such Subordinated Note that has been paid in accordance with Section 209 or in exchange for or in lieu of which other
Subordinated Notes have been authenticated and delivered under this Indenture, unless there will have been presented to the Trustee
proof satisfactory to the Trustee that such Subordinated Note is held by a bona fide purchaser in whose hands such Subordinated
Note is a valid obligation of the Company; provided, however, in all cases, that in determining whether the Holders of the requisite
principal amount of Outstanding Subordinated Notes have given any request, demand, authorization, direction, notice, consent or
waiver hereunder. Subordinated Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee will be protected in making any such determination or relying upon
any such request, demand, authorization, direction, notice, consent or waiver, only Subordinated Notes that a Responsible Officer
of the Trustee actually knows to be so owned will be so disregarded. Subordinated Notes so owned that will have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Subordinated Notes and that the pledgee is not the Company or an Affiliate of the Company.


 


“Participating
Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.


 


“Paying
Agent” is defined in Section 206.


 


“Person”
means any individual, corporation, partnership, association, limited liability company, other company, statutory trust, business
trust, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision
thereof.


 


“Place
of Payment,” with respect to any Subordinated Note, means the place or places where the principal of, or interest
on, such Subordinated Note are payable as provided in or under this Indenture or such Subordinated Note.


 






    5


     


    

 


“Private
Placement Legend” means the legend set forth in Section 204 of this Indenture to be placed on all Subordinated
Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.


 


“Purchase
Agreement” means the Subordinated Note Purchase Agreement concerning the Subordinated Notes, dated September 25,
2020, by and among the Company and the purchasers identified therein.


 


“Redemption
Date” with respect to any Subordinated Note or portion thereof to be redeemed, means the date fixed for such
redemption by or under this Indenture or such Subordinated Note.


 


“Redemption
Price” with respect to any Subordinated Note or portion thereof to be redeemed, means the price at which it is to
be redeemed as determined by or under this Indenture or such Subordinated Note.


 


“Registrar”
is defined in Section 206.


 


“Registration
Rights Agreement” means the Registration Rights Agreement in the form attached as Exhibit A to the Purchase
Agreement with respect to the Subordinated Notes, dated as of the date of this Indenture, by and among the Company and the purchasers
of the Initial Notes identified therein.


 


“Regular
Record Date,” with respect to any Interest Payment Date, means the close of business on the fifteenth (15th)
calendar day prior to the applicable Interest Payment Date, without regard to whether the Regular Record Date is a Business Day.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of
the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or
any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time will
be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and
familiarity with the particular subject and who will have direct responsibility for the administration of this Indenture.


 


“Restricted
Definitive Subordinated Note” means a Definitive Subordinated Note bearing, or that is required to bear, the Private
Placement Legend.


 


“Restricted
Global Subordinated Note” means a Global Subordinated Note bearing, or that is required to bear, the Private Placement
Legend,


 


“Restricted
Subordinated Note” means a Restricted Global Subordinated Note or a Restricted Definitive Subordinated Note.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Rule 144A”
means Rule 144A promulgated under the Securities Act.


 






    6


     


    

 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor statute thereto.


 


“Senior
Indebtedness” means the principal of (and premium, if any) and interest, if any, on: (1) all indebtedness
and obligations of, or guaranteed or assumed by, the Company for money borrowed, whether or not evidenced by bonds, debentures,
securities, notes or other similar instruments, and including, but not limited to, obligations incurred in connection with the
acquisition of property, assets or businesses and all obligations to the Company’s general and secured creditors; (2) all
obligations of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the
Company and all obligations of the Company under any conditional sale or title retention agreement, but excluding trade accounts
payable in the ordinary course of business; (3) all obligations of the Company arising from off-balance sheet guarantees and direct
credit substitutes, including obligations in respect of any letters of credit, bankers’ acceptances, security purchase facilities
and similar credit transactions; (4) any capital lease obligations of the Company; (5) all obligations of the Company associated
with derivative products, including obligations in respect of interest rate swap, cap or other agreements, interest rate future
or options contracts, currency swap agreements, currency future or option contracts and other similar agreements; (6) all obligations
that are similar to those in clauses (1) through (5) of other persons for the payment of which the Company is responsible or liable
as obligor, guarantor or otherwise arising from an off-balance sheet guarantee; (7) all obligations of the types referred to in
clauses (1) through (6) of other persons secured by a lien on any property or asset of the Company; and (8) in the case of (1)
through (7) above, all amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations; except
 “Senior Indebtedness” does not include (A) the Subordinated Notes, (B) any obligation that by its terms expressly is
junior to, or ranks equally in right of payment with, the Subordinated Notes, including, without limitation the Existing Subordinated
Notes, (C) any subordinated debentures or junior subordinated debentures of the Company underlying trust preferred securities issued
by subsidiary trusts of the Company that are outstanding as of the date hereof or that are issued after the date hereof by a subsidiary
trust of the Company, (D) any other debt securities, and guarantees in respect of such debt securities, issued to any trust, partnership
or other entity affiliated with the Company that is a financing vehicle of the Company, in connection with the issuance by such
financing vehicle of equity securities or other securities that are treated as equity capital for regulatory capital purposes,
guaranteed by the Company pursuant to an instrument that ranks junior in right of payment to the Subordinated Notes or (E) any
indebtedness between the Company and any of its subsidiaries or Affiliates.


 


“Significant
Subsidiary” means any Subsidiary of the Company that is a “significant subsidiary” as defined
in Rule 1-02 of Regulation S-X promulgated by the Commission (as such rule is in effect on the date of this Indenture).


 


“Special
Record Date” for the payment of any Defaulted Interest on any Subordinated Note means a date fixed in accordance
with Section 210.


 


“Stated
Maturity” means October 1, 2030.


 


“Subordinated
Note” or “Subordinated Notes” means the Initial Notes and the Exchange Notes and,
more particularly, any Subordinated Note authenticated and delivered under this Indenture, including those Subordinated Notes issued
or authenticated upon transfer, replacement or exchange.


 






    7


     


    

 


“Subordinated
Note Register” is defined in Section 206.


 


“Subordination
Provisions” means the provisions contained in Article XI or any provisions with respect to subordination contained
in the Subordinated Notes.


 


“Subsidiary”
means a corporation, a partnership, business or statutory trust or a limited liability company, a majority of the outstanding voting
equity securities or a majority of the voting membership or partnership interests, as the case may be, of which is owned or controlled,
directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For the purposes of this definition,
 “voting equity securities” means securities having voting power for the election of directors, managers, managing partners
or trustees, as the case may be, whether at all times or only so long as no senior class of stock has voting power by reason of
any contingency.


 


“Tax Event”
means the receipt by the Company of an opinion of independent tax counsel experienced in such matters to the effect that as a result
of (1) an amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation
thereunder, of the United States or any of its political subdivisions or taxing authorities; (2) a judicial decision, administrative
action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any
notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an
 “Administrative or Judicial Action”); or (3) an amendment to or change in any official position with
respect to, or any interpretation of, an Administrative or Judicial Action or a law or regulation of the United States that differs
from the previously generally accepted position or interpretation, in each case, which change or amendment or challenge becomes
effective or which pronouncement, decision or challenge is announced on or after the issue date of the Subordinated Notes, there
is more than an insubstantial risk that interest payable by the Company on the Subordinated Notes is not, or, within 90 days of
the date of such opinion, will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes.


 


“Tier 2
Capital” means Tier 2 capital (or its equivalent) for purposes of capital adequacy guidelines of the Federal Reserve
Board, as then in effect and applicable to the Company.


 


“Tier 2
Capital Event” means the Company’s good faith determination that, as a result of (1) any amendment to, or change
in, the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of
the United States, including the Federal Reserve Board and other federal bank regulatory agencies) or any political subdivision
of or in the United States that is enacted or becomes effective after the issue date of the Subordinated Notes, (2) any proposed
change in those laws, rules or regulations that is announced or becomes effective after the issue date of the Subordinated Notes,
or (3) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting
or applying those laws, rules, regulations, policies or guidelines with respect thereto that is announced after the issue date
of the Subordinated Notes, there is more than an insubstantial risk that the Company will not be entitled to treat the Subordinated
Notes then Outstanding as Tier 2 Capital for so long as any Subordinated Notes are Outstanding.


 






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“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended.


 


“Trustee”
means U.S. Bank National Association, as trustee, until a successor replaces it in accordance with the provisions of this Indenture
and thereafter means the successor serving hereunder.


 


“United
States” means the United States of America (including the states thereof and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.


 


“Unrestricted
Definitive Subordinated Note” means a Definitive Subordinated Note that does not bear, and is not required to bear,
the Private Placement Legend.


 


“Unrestricted
Global Subordinated Note” means a Global Subordinated Note that does not bear, and is not required to bear, the Private
Placement Legend.


 


Section
102         Compliance Certificates and Opinions.


 


Except
as otherwise expressly provided in or under this Indenture, upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company will furnish to the Trustee an Officers’ Certificate
in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent
(including any covenants the compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes
a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which
the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.


 


Each
certificate or opinion with respect to which compliance with a condition provided for in this Indenture (other than an Officers’
Certificate provided under Section 907) must comply with the provisions of Section 314(e) of the Trust Indenture Act and must include:


 


(1)           
a statement that the person making such certificate or opinion has read such covenant or condition;


 


(2)            
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)            
a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such condition has been satisfied; and


 


(4)           
a statement as to whether or not, in the opinion of such person, such condition has been satisfied.


 






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Section
103         Form of Documents Delivered to Trustee.


 


In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based is erroneous.


 


Any
such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters
is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.


 


Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture or any Subordinated Note, they may, but need not, be consolidated and form one
instrument.


 


Section
104         Acts of Holders.


 


(1)              
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or under this Indenture
to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such
action will become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person
of a Subordinated Note, will be sufficient for any purpose of this Indenture and (subject to Section 501) conclusive in favor of
the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section.


 


(2)              
The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner
that the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine, and the Trustee may
in any instance require further proof with respect to any of the matters referred to in this Section.


 


(3)              
The ownership, principal amount and serial numbers of Subordinated Notes held by any Person, and the date of the commencement
and the date of the termination of holding the same, will be proved by the Subordinated Note Register.


 






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(4)              
The Company may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining
the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other
act authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Company prior to the
first solicitation of a Holder made by any Person in respect of any such action, any such record date will be the later of 30 days
prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to
such solicitation. If a record date is fixed, the Holders on such record date, and only such Persons, will be entitled to make,
give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders
remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action
will be valid or effective if made, given or taken more than 90 days after such record date.


 


(5)              
Any effective request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Subordinated
Note will bind every future Holder of the same Subordinated Note and the Holder of every Subordinated Note issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee,
any Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such Act is made upon such Subordinated
Note.


 


(6)              
Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do
so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may
do so in accordance with such appointment with regard to all or any part of such principal amount. Any notice given or action taken
by a Holder or its agents with regard to different parts of such principal amount in accordance with this paragraph will have the
same effect as if given or taken by separate Holders of each such different part.


 


(7)              
Without limiting the generality of this Section 104, a Holder, including a Depositary that is a Holder of a Global Subordinated
Note, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other Act provided in or under this Indenture or the Subordinated Notes to be made, given or taken by
Holders, and a Depositary that is a Holder of a Global Subordinated Note may provide its proxy or proxies to the beneficial owners
of interests in any such Global Subordinated Note through such Depositary’s Applicable Procedures. The Company may fix a
record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Subordinated Note entitled
under the Applicable Procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given
or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies,
and only such Persons, will be entitled to make, give or take such request, demand, authorization, direction, notice, consent,
waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action will be valid or effective if made, given or taken more than 90 days after such
record date.


 






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Promptly
upon any record date being set in accordance with this Section 104, the Company, at its own expense, will cause notice of
the record date, the proposed action by Holders and the expiration date to be given to the Trustee in writing and the Holders in
the manner set forth in Section 105.


 


Section
105         Required Notices or Demands.


 


Any
notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in Person or
delivered by registered or certified mail (return receipt requested), facsimile, email or overnight air courier guaranteeing next
day delivery, to the other’s address:


 


If to the Company;


 


The First Bancshares, Inc.


6480 US Highway 98 West


Suite A


Hattiesburg, MS 39402


Attention: Donna T. (Dee Dee) Lowery


Facsimile: 601-296-1983


Email: dlowery@thefirstbank.com


 


If to the Trustee:


 


U.S. Bank National Association


333 Commerce Street, Suite 800


Nashville, Tennessee 37201


Attention:
Wally Jones, Vice President, US Bank Global Corporate Trust


Facsimile:
615-251-0737


Email: wally.jones@usbank.com


 


The Company or the
Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications
will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being
deposited in the mail, postage prepaid, if delivered by mail; on the first (1ST) Business Day after being sent, if sent
by facsimile and the sender receives confirmation of successful transmission; upon confirmation of transmittal (but excluding any
automatic reply to such email), if sent by email; and the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.


 


Any notice required
or permitted to be given to a Holder or electronically through the Applicable Procedures of the Depositary under the provisions
of this Indenture will be deemed to be properly delivered by being deposited postage prepaid in a post office letter box in the
United States addressed to such Holder at the address of such Holder as shown on the Subordinated Note Register. Any report in
accordance with Section 313 of the Trust Indenture Act will be transmitted in compliance with subsection (c) therein. If the Company
delivers a notice or communication to Holders, the Company will deliver a copy to the Trustee at the same time.


 






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In any case where notice
to Holders of Subordinated Notes is delivered by mail, neither the failure to deliver such notice, nor any defect in any notice
so delivered, to any particular Holder of a Subordinated Note will affect the sufficiency of such notice with respect to other
Holders of Subordinated Notes. Any notice that is delivered in the manner herein provided will be conclusively presumed to have
been duly given or provided. In the case by reason of the suspension of regular mail service or by reason of any other cause it
will be impracticable to give such notice by mail, then such notification as will be made with the approval of the Trustee will
constitute a sufficient notification for every purpose hereunder.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Holders of Subordinated Notes will
be filed with the Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon
such waiver.


 


Notwithstanding any
other provision herein, where this Indenture provides for notice to any Holder of a Global Subordinated Note, or of an interest
therein, such notice will be sufficiently given if given to the Depositary for such Global Subordinated Note (or its designee)
according to the Applicable Procedures of such Depositary prescribed for giving such notice.


 


Section
106         Language of Notices.


 


Any request, demand,
authorization, direction, notice, consent or waiver or other Act required or permitted under this Indenture will be in the English
language, except that, if the Company so elects, any published notice may be in an official language of the country of publication.


 


Section
107         Incorporation by Reference of Trust
Indenture Act; Conflicts.


 


Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference into and made
a part of this Indenture. The Trust Indenture Act term “obligor” used in this Indenture means the Company and
any successor obligor upon the Subordinated Notes.


 


All other terms used
in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined
by Commission rule under the Trust Indenture Act have the meanings so assigned to them as of the date of this Indenture. If and
to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture
that is required to be included in this Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required
provision will control. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c)
of the Trust Indenture Act, the duties imposed by Section 318(c) of the Trust Indenture Act will control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provisions of
the Trust Indenture Act will be deemed to apply to this Indenture as so modified or will be excluded, as the case may be.


 






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Section
108         Effect of Headings and Table of
Contents.


 


The Article and Section
headings in this Indenture and the Table of Contents are for convenience only and will not affect the construction of this Indenture.


 


Section
109         Successors and Assigns.


 


All
the covenants, stipulations, promises and agreements in this Indenture by or on behalf of the Company or the Trustee will bind
its respective successors and permitted assigns, whether so expressed or not.


 


Section
110         Severability.


 


In
case any provision in this Indenture or any Subordinated Note will be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions will not, to the fullest extent permitted by law, in any way be affected or impaired
thereby.


 


Section
111         Benefits of Indenture.


 


Nothing
in this Indenture or any Subordinated Note, express or implied, will give to any Person, other than the parties hereto,
any Registrar, any Paying Agent and their respective successors hereunder and the Holders of Subordinated Notes, and the holders
of Senior Indebtedness, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section
112         Governing Law.


 


This
Indenture and the Subordinated Notes will be governed by and construed in accordance with the laws of the State of New York applicable
to agreements made or instruments entered into and, in each case, performed in said State (without reference to principles of conflicts
of law (other than sections 5-1401 and 5-1402 of the New York General Obligations Law)).


 


Section
113         Legal Holidays.


 


Unless
otherwise specified in or under this Indenture or any Subordinated Notes, in any case where any Interest Payment Date, Stated Maturity
or Maturity of, or any other day on which a payment is due with respect to, any Subordinated Note will be a day that is not a Business
Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Subordinated Note other
than a provision in any Subordinated Note or in the Board Resolution, Officers’ Certificate or supplemental indenture establishing
the terms of any Subordinated Note that specifically states that such provision will apply in lieu hereof) payment need not be
made at such Place of Payment on such date, but such payment may be made on the next succeeding day that is a Business Day at such
Place of Payment with the same force and effect as if made on the Interest Payment Date, at the Stated Maturity or Maturity or
on any such other payment date, as the case may be, and no interest will accrue on the amount payable on such date or at such time
for the period from and after such Interest Payment Date, Stated Maturity, Maturity or other payment date, as the case may be,
to the next succeeding Business Day. Notwithstanding the foregoing, in the event that any Floating Interest Payment Date during
the Floating Rate Period falls on a day that is not a Business Day, the interest payment due on that date shall be postponed to
the next day that is a Business Day and no interest will accrue on the amount payable on such date or at such time for the period
from and after such Floating Interest Payment Date, except that if the postponement would cause the day to fall in the next calendar
month during the Floating Rate Interest Period, the Floating Interest Payment Date shall instead be brought forward to the immediately
preceding Business Day.


 






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Section
114         Counterparts; Electronic Transmission.


 


This
Indenture may be executed in several counterparts, each of which will be an original and all of which will constitute but one and
the same instrument. Any facsimile or electronically transmitted copies hereof or signature hereon will, for all purposes,
be deemed originals. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that
any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital
signature provided by DocuSign (or such other digital signature provider as specified in writing to the Trustee by the authorized
representative), in English. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic
methods to submit communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions,
and the risk of interception and misuse by third parties.


 


Section
115         Immunity of Certain Persons.


 


No
recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Subordinated Note, or
because of any indebtedness evidenced thereby, will be had against any past, present or future shareholder, employee, officer or
director, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor
or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Subordinated
Notes by the Holders and as part of the consideration for the issue of the Subordinated Notes.


 


Section
116         Waiver of Jury Trial.


 


EACH
PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SUBORDINATED NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Section
117         Force Majeure.


 


In
no event will the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
will use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.


 






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Section
118         USA Patriot Act.


 


The Trustee hereby
notifies the Company that in accordance with the requirements of the USA Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the Company and other information that
will allow the Trustee to identify the Company in accordance with the USA Patriot Act.


 


Section
119         No Sinking Fund.


 


The Subordinated Notes
are not entitled to the benefit of any sinking fund.


 


Section
120         Rules of Construction.


 


Unless the context
otherwise requires:


 


(1)              
a term has the meaning assigned to it;


 


(2)              
an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;


 


(3)              
“or” is not exclusive;


 


(4)              
words in the singular include the plural, and in the plural include
the singular;


 


(5)              
“including” means including without limitation;


 


(6)              
“will” will be interpreted to express a command;


 


(7)              
provisions apply to successive events and transactions;


 


(8)              
references to sections of, or rules under, the Securities Act will
be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time;


 


(9)              
unless the context otherwise requires, any reference to an “Article,”
 “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and


 


(10)          
the words “herein,” “hereof and “hereunder”
and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.


 






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ARTICLE
II

THE SUBORDINATED NOTES


 


Section
201         Forms Generally.


 


The
Subordinated Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit
A-l and Exhibit A-2, as applicable, which are a part of this Indenture. The Subordinated Notes may have notations, legends
or endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company). The Company will provide any such notations, legends or endorsements to the Trustee in writing. Each
Subordinated Note will be dated the date of its authentication. The terms and provisions contained in the Subordinated Notes will
constitute, and are hereby expressly made, a part of this Indenture, and the Company and the Trustee, by their execution and delivery
of this Indenture, agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Subordinated
Note irreconcilably conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and be
controlling.


 


Section
202         Definitive Subordinated Notes.


 


The
Initial Notes will be issued initially in the form of one or more Definitive Subordinated Notes, unless, before the issuance
of such Initial Notes, the Company has determined that the Initial Notes may be represented by Global Subordinated Notes and has
so notified the Trustee in writing, in which event, the Initial Notes will be issued in the form of one or more Global Subordinated
Notes. The Exchange Notes will also be issued initially in the form of one or more Definitive Subordinated Notes, unless, before
the issuance of such Exchange Notes, the Company has determined that the Subordinated Notes may be represented by Global Subordinated
Notes and has so notified the Trustee in writing, in which event the Exchange Notes will be issued in the form of one or more Global
Subordinated Notes. Except as provided in Section 207, Holders of Definitive Subordinated Notes will not be entitled to transfer
Definitive Subordinated Notes in exchange for beneficial interests in Global Subordinated Notes, and owners of beneficial interests
in Global Subordinated Notes will not be entitled to receive physical delivery of Definitive Subordinated Notes.


 


Section
203         Global Subordinated Notes.


 


Each
Global Subordinated Note issued under this Indenture will be deposited with the Trustee at its Corporate Trust Office, as custodian
for the Depositary, and registered in the name of the Depositary or the nominee thereof, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal amount of any Global Subordinated Note may from time
to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.
Any adjustment of the aggregate principal amount of a Global Subordinated Note to reflect the amount of any increase or decrease
in the amount of outstanding Subordinated Notes represented thereby will be made by the Trustee in accordance with instructions
given by the Holder thereof as required by Section 207 hereof and will be made on the records of the Trustee and the Depositary.


 






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Section
204         Restricted Subordinated Notes.


 


Each Restricted Definitive
Subordinated Note and Restricted Global Subordinated Note will bear a legend in substantially the following form:


 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT
TO, AND IN ACCORDANCE WITH, A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B)
TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT OR TO A PERSON THAT YOU REASONABLY BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT), AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.


 


The
Private Placement Legend set forth above will be removed and a new Subordinated Note of like tenor and principal amount
without such Private Placement Legend will be executed by the Company, and upon written request of the Company (together with an
Officers’ Certificate and an Opinion of Counsel) given at least three (3) Business Days prior to the proposed authentication
date, the Trustee will authenticate and deliver such new Subordinated Note to the respective Holder, if legal counsel to the Holder
or owner of beneficial interests requesting the removal of such Private Placement Legend delivers to the Trustee, any Registrar
and Paying Agent (if a different Person than the Trustee) and the Company an Opinion of Counsel in compliance with this Indenture
and additionally opining that the restrictive legend can be removed in connection with the transfer in accordance with the Securities
Act.


 


Section
205         Execution and Authentication.


 


Subordinated
Notes will be executed on behalf of the Company by any Authorized Officer and may (but need not) have the Company’s
corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may
be manual or facsimile. Subordinated Notes bearing the manual or facsimile signatures of individuals who were at the time of execution
Authorized Officers of the Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not
hold such offices at the date of such Subordinated Notes.


 


The
Trustee or an Authenticating Agent will authenticate and deliver the Initial Notes for original issue in an aggregate principal
amount of up to $65 million upon one or more Company Orders, Officers’ Certificate and an Opinion of Counsel. In addition,
the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate
authenticate and deliver any Exchange Notes for an aggregate principal amount not to exceed $65 million specified in such Company
Order for Exchange Notes issued hereunder. The aggregate principal amount of Outstanding Subordinated Notes at any time may not
exceed the amount set forth in the foregoing sentence, except as provided in Section 209. The Subordinated Notes will be issued
only in registered form without coupons and in minimum denominations of $100,000 and any integral multiple of $1,000 in excess
thereof.


 






    18


     


    

 


The
Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture
will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in
a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action
may not lawfully be taken.


 


No
Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed
by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such
certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been
duly authenticated and delivered hereunder.


 


Section
206         Registrar and Paying Agent.


 


The
Company will maintain an office or agency where Subordinated Notes may be presented for registration of transfer or for
exchange (“Registrar”) and an office or agency where Subordinated Notes may be presented for payment
(“Paying Agent”). The Registrar will keep a register of the Subordinated Notes (“Subordinated
Note Register”) and of their transfer and exchange. The registered Holder of a Subordinated Note will be treated
as the owner of the Subordinated Note for all purposes. The Company may appoint one or more co-registrars and one or more additional
paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that
no such removal or replacement will be effective until a successor Paying Agent or Registrar will have been appointed by the Company
and will have accepted such appointment. The Company will notify the Trustee in writing of the name and address of any Registrar
or Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee will act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially
appoints the Trustee to act as the Paying Agent and Registrar for the Subordinated Notes and, in the event that any Subordinated
Notes are issued in global form, to initially act as custodian with respect to the Global Subordinated Notes. In the event that
the Trustee will not be or will cease to be Registrar with respect the Subordinated Notes, it will have the right to examine the
Subordinated Note Register at all reasonable times. There will be only one Subordinated Note Register.


 


Section
207         Registration of Transfer and Exchange.


 


(1)              
Except as otherwise provided in or under this Indenture, upon surrender
for registration of transfer of any Subordinated Note, the Company will execute, and the Trustee will authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Subordinated Notes denominated as authorized in or under
this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical
terms and provisions.


 






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Except as otherwise
provided in or under this Indenture, at the option of the Holder, Subordinated Notes may be exchanged for other Subordinated Notes
containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral
multiple of $1,000 in excess thereof), and of a like aggregate principal amount, upon surrender of the Subordinated Notes to be
exchanged at any office or agency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company
will execute, and the Trustee will authenticate and deliver, subject to the terms hereof, the Subordinated Notes that the Holder
making the exchange is entitled to receive.


 


All Subordinated Notes
issued upon any registration of transfer or exchange of Subordinated Notes will be the valid obligations of the Company evidencing
the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Subordinated Notes surrendered
upon such registration of transfer or exchange.


 


Every
Subordinated Note presented or surrendered for registration of transfer or for exchange or redemption will (if so required
by the Company or the Registrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar for such Subordinated Note duly executed by the Holder thereof or his attorney
duly authorized in writing.


 


No
service charge will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment
of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company
or the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be
imposed in connection with the transfer or exchange of the Subordinated Notes from the Holder requesting such transfer or exchange.


 


Except
as otherwise provided in or under this Indenture, the Company will not be required (i) to issue, register the transfer of
or exchange any Subordinated Notes during a period beginning at the opening of business fifteen (15) days before the day of the
selection for redemption of Subordinated Notes under Section 1003 and ending at the close of business on the day of such
selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption,
except in the case of any Subordinated Note to be redeemed in part, the portion thereof not to be redeemed.


 


Any
Registrar appointed in accordance with Section 206 hereof will provide to the Trustee such information as the Trustee may
reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated
Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated
in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be
made.


 


The Trustee will have
no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between
or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required
by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 






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Neither
the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.


 


(2)              
When Definitive Subordinated Notes are presented by a Holder to the
Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated
Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register
the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however,
that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument
of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s
attorney duly authorized in writing.


 


(3)              
A Global Subordinated Note may not be transferred except by the Depositary
to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated
Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) the Depositary has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing
agency” registered under the Exchange Act, and a successor Depositary is not appointed by the Company within ninety (90)
days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and
so notifies the Trustee, or (iii) an Event of Default has occurred and is continuing with respect to the Subordinated Notes and
the Depositary or its participant(s) has requested the issuance of Definitive Subordinated Notes.


 


Any
Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in
part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to
time in part as directed by the Depositary.


 


Upon the occurrence
of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form,
without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof
to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the
Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced,
in whole or in part, as provided in Section 209 hereof. Every Subordinated Note authenticated and delivered in exchange for, or
in lieu of, a Global Subordinated Note or any portion thereof, in accordance with this Section 207 or Section 209 hereof, will
be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A
Global Subordinated Note may not be exchanged for another Subordinated Note other than as provided in this Section 207(3); however,
beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 207(4) hereof.


 






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Any
Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any
Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or,
if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the principal
amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment
made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated
Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.


 


(4)              
The transfer and exchange of beneficial interests in the Global Subordinated
Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 207.


 


(5)              
A Definitive Subordinated Note may not be exchanged for a beneficial
interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated
Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated
Notes and so notifies the Trustee, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied
by appropriate instruments of transfer, in form satisfactory to the Trustee, together with written instructions from such Holder
directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such
Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the
Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase,
the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes
represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note
to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no
Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a
new Global Subordinated Note in the appropriate principal amount.


 


None of the Trustee or agents shall have
any responsibility, liability or obligation to any beneficial owner of a Global Subordinated Note, a member of, or a participant
in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depositary or its nominee) of any notice (including any notice of redemption)
or the payment of any amount under or with respect to such Subordinated Notes. All notices and communications to be given to the
Holders and all payments to be made to Holders under the Subordinated Notes shall be given or made only to or upon the order of
the registered Holders (which shall be the Depositary or its nominee in the case of a Global Subordinated Note). The rights of
beneficial owners in any Global Subordinated Note shall be exercised only through the Depositary subject to the applicable rules
and procedures of the Depositary. The Trustee and the agents may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and any beneficial owners. The Company, the Trustee and the
agents shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered Holder of any Global Subordinated
Note for all purposes of this Indenture relating to such Global Subordinated Note (including the payment of principal, premium,
if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or Holder
of a beneficial ownership interest in such Global Subordinated Note) as the sole Holder of such Global Subordinated Note and shall
have no obligations to the beneficial owners thereof. None of the Company, the Trustee or any agent shall have any responsibility
or liability for any acts or omissions of the Depositary with respect to such Global Subordinated Note, for the records of any
such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Subordinated Note,
for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or
any Holder or owner of a beneficial interest in such Global Subordinated Note, or for any transfers of beneficial interests in
any such Global Subordinated Note.


 






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(6)              
At such time as all beneficial interests in a particular Global Subordinated
Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled
in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance
with Section 212 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Subordinated Note is exchanged
for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated
Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note
will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the
records of the Trustee to reflect such increase.


 


(7)              
No Restricted Subordinated Note will be transferred or exchanged except
in compliance with the Private Placement Legend or as provided in accordance with Section 208. In addition to the provisions for
transfer and exchange set forth in this Section 207, the Trustee, any Registrar and Paying Agent (if a different Person than the
Trustee) and the Company may, prior to effecting any requested transfer or exchange of any Restricted Subordinated Notes, other
than an exchange in accordance with Section 208, require that legal counsel to the Holder or owner of beneficial interests requesting
such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the
Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that such transfer or exchange is in
compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in
exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged
balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private
Placement Legend may be omitted in accordance with Section 204, as evidenced by the Opinion of Counsel.


 






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Section
208         Exchange Offer.


 


Upon
the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon
receipt of a Company Order, Officers’ Certificate and an Opinion of Counsel in accordance with Section 205 hereof, the Trustee
will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable
Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of
the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer
or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal
to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer
for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers,
(y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company,
and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes
upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable
Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate
and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive
Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of
such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities
under this Indenture.


 


Section
209         Mutilated, Destroyed, Lost and Stolen
Subordinated Notes.


 


If
any mutilated Subordinated Note is surrendered to the Trustee, subject to the provisions of this Section 209, the Company
will execute and the Trustee will authenticate and deliver in exchange therefor a new Subordinated Note containing identical terms
and of like principal amount and bearing a number not contemporaneously outstanding.


 


If
there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Subordinated Note, and (ii) such security or indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the Trustee that such Subordinated Note has been acquired
by a bona fide purchaser, the Company will execute and, upon the Company’s request the Trustee will authenticate and deliver,
in exchange for or in lieu of any such destroyed, lost or stolen Subordinated Note, a new Subordinated Note containing identical
terms and of like principal amount and bearing a number not contemporaneously outstanding.


 






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Notwithstanding
the foregoing provisions of this Section 209, in case the outstanding principal balance of any mutilated, destroyed, lost or stolen
Subordinated Note has become or is about to become due and payable, or is about to be redeemed by the Company pursuant to
Article X hereof, the Company in its discretion may, instead of issuing a new Subordinated Note, pay or redeem such Subordinated
Note, as the case may be.


 


Upon
the issuance of any new Subordinated Note under this Section, the Company or the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.


 


Every
new Subordinated Note issued in accordance with this Section in lieu of any destroyed, lost or stolen Subordinated Note
will constitute a separate obligation of the Company, whether or not the destroyed, lost or stolen Subordinated Note will be at
any time enforceable by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any
and all other Subordinated Notes duly issued hereunder.


 


The provisions of this
Section, as amended or supplemented in accordance with this Indenture with respect to particular Subordinated Notes or generally,
will (to the extent lawful) be exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Subordinated Notes.


 


Section
210         Payment of Interest; Rights to Interest
Preserved.


 


Any
interest on any Subordinated Note that will be payable, and punctually paid or duly provided for, on any Interest Payment
Date will be paid to the Person in whose name such Subordinated Note is registered as of the close of business on the Regular Record
Date for such Interest Payment Date.


 


Any
interest on any Subordinated Note that will be payable, but will not be punctually paid or duly provided for, on any Interest
Payment Date for such Subordinated Note (herein called “Defaulted Interest”) will cease to be payable to the Holder
thereof on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:


 


(1)              
The Company may elect to make payment of any Defaulted Interest to
the Person in whose name such Subordinated Note will be registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which will be fixed in the following manner. The Company will notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on such Subordinated Note and the date of the proposed payment, and at the same
time the Company will deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or will make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest
as in this clause provided. Thereupon, the Company will fix or cause to be fixed a Special Record Date for the payment of such
Defaulted Interest, which will be no less than fifteen (15) days from the proposed payment. The Company (or, upon the written request
of the Company, the Trustee in the name and at the expense of the Company), will cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be delivered to the Holder of such Subordinated Note at the Holder’s address
as it appears in the Subordinated Note Register not less than ten (10) days prior to such Special Record Date. The Company may,
in its discretion, in the name and at the expense of the Company cause a similar notice to be published at least once in an Authorized
Newspaper of general circulation in the City of Hattiesburg, Mississippi, but such publication will not be a condition precedent
to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been delivered as aforesaid, such Defaulted Interest will be paid to the Person in whose name such Subordinated
Note will be registered at the close of business on such Special Record Date and will no longer be payable under the following
clause (2).


 






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(2)              
The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange on which such Subordinated Note may be listed,
and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed
payment under this Clause, such payment will be deemed practicable by the Trustee.


 


Unless otherwise provided
in or under this Indenture or the Subordinated Notes, at the option of the Company, interest on Subordinated Notes that bear interest
may be paid by mailing a check to the address of the Person entitled thereto as such address will appear in the Subordinated Note
Register or by transfer to an account maintained by the payee with a bank located in the United States.


 


Subject to the foregoing
provisions of this Section and Section 207, each Subordinated Note delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Subordinated Note will carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Subordinated Note.


 


Section
211         Persons Deemed Owners.


 


Prior
to due presentment of a Subordinated Note for registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Subordinated Note is registered in the Subordinated Note Register as the
owner of such Subordinated Note for the purpose of receiving payment of principal of, and (subject to Section 207 and Section 210)
interest on, such Subordinated Note and for all other purposes whatsoever, whether or not any payment with respect to such Subordinated
Note will be overdue, and neither the Company, the Trustee or any agent of the Company or the Trustee will be affected by notice
to the contrary.


 


No
holder of any beneficial interest in any Global Subordinated Note held on its behalf by a Depositary will have any rights
under this Indenture with respect to such Global Subordinated Note, and such Depositary may be treated by the Company, the Trustee,
and any agent of the Company or the Trustee as the owner of such Global Subordinated Note for all purposes whatsoever. None of
the Company, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global Subordinated Note or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


 






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Notwithstanding
the foregoing, nothing herein will prevent the Company, the Trustee, any Paying Agent or the Registrar from giving effect
to any written certification, proxy or other authorization furnished by the applicable Depositary, as a Holder, with respect to
a Global Subordinated Note or impair, as between such Depositary and the owners of beneficial interests in such Global Subordinated
Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as the Holder
of such Global Subordinated Note.


 


Section
212         Cancellation.


 


All
Subordinated Notes surrendered for payment, redemption, registration of transfer or exchange will, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such Subordinated Note, as well as Subordinated Notes surrendered
directly to the Trustee for any such purpose, will be cancelled promptly by the Trustee. The Company may at any time deliver to
the Trustee for cancellation any Subordinated Notes previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Subordinated Notes so delivered will be cancelled promptly by the Trustee. No Subordinated
Notes will be authenticated in lieu of or in exchange for any Subordinated Notes cancelled as provided in this Section, except
as expressly permitted by or under this Indenture. All cancelled Subordinated Notes held by the Trustee will be disposed of in
accordance with its procedure for the disposition of cancelled Subordinated Notes, and the Trustee upon the written request of
the Company will deliver to the Company a certificate of such disposition, unless by a Company Order the Company shall direct that
cancelled Subordinated Notes shall be returned to the Company.


 


Section
213         Computation of Interest.


 


From
and including the original issue date of the Subordinated Notes to but excluding October 1, 2025 or the earlier redemption
date contemplated by Article X of this Indenture (the “Fixed Rate Period”), the rate at which the Subordinated
Notes shall bear interest shall be 4.25% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months
and payable semi-annually in arrears on each Fixed Interest Payment Date, beginning on April 1, 2021. From and including October
1, 2025 to but excluding the Stated Maturity or earlier redemption date contemplated by Article X of this Indenture (the “Floating
Rate Period”), the rate at which the Subordinated Notes shall bear interest shall be a floating rate per annum, reset
quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination Date (as defined
below) of the applicable Floating Rate Interest Period (as defined below) plus a spread of 412.6 basis points, computed on the
basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears on each Floating Interest Payment
Date. Notwithstanding the foregoing, if the Floating Interest Rate is less than zero, then the Floating Interest Rate shall be
deemed to be zero. A “Floating Rate Interest Period” means, the period from, and including, each Floating
Interest Payment Date to, but excluding, the next succeeding Floating Interest Payment Date, except for the initial Floating Rate
Interest Period, which will be the period from, and including, October 1, 2025 to, but excluding, the next succeeding Floating
Interest Payment Date. The term “Floating Interest Determination Date” means the date upon which the
Floating Interest Rate is determined by the Calculation Agent pursuant to the Three-Month Term SOFR Conventions. The Company or
the Calculation Agent, as applicable, shall calculate the amount of interest payable on any Interest Payment Date, and the Trustee
shall have no duty to confirm or verify any such calculation. Dollar amounts resulting from this calculation shall be rounded to
the nearest cent, with one-half cent being rounded up.


 






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(a)              
The “Floating Interest Rate” means:


 


(i)                
initially Three-Month Term SOFR (as defined below).


 


(ii)             
Notwithstanding the foregoing clause (i) of this Section 213(a):


 


(1)              
If the Calculation Agent, determines prior to the relevant Floating Interest Determination Date that a Benchmark Transition
Event and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect to Three-Month
Term SOFR, then the Company shall promptly provide notice of such determination to the Holders and Section 213(c) (Effect
of Benchmark Transition Event) will thereafter apply to all determinations, calculations and quotations made or obtained for the
purposes of calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Rate Interest Period.


 


(2)              
However, if the Calculation Agent, determines that a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined as of
the relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Rate Interest Period
will be equal to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined
by the Calculation Agent (as defined below).


 


(iii)           
If the then-current Benchmark is Three-Month Term SOFR and any of the foregoing provisions concerning the calculation of
the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term
SOFR Conventions (as defined below) determined by the Company, then the relevant Three-Month Term SOFR Conventions will apply.


 


(b)              
The Company shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for
so long as any of the Subordinated Notes remain outstanding there will at all times be a Calculation Agent appointed to calculate
Three-Month Term SOFR in respect of each Floating Rate Interest Period. The calculation of Three-Month Term SOFR for each applicable
Floating Rate Interest Period by the Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation
Agent’s determination of any interest rate and its calculation of interest payments for any period will be maintained on
file at the Calculation Agent’s principal offices, will be made available to any Holder of the Subordinated Notes upon request
and will be provided to the Trustee. The Calculation Agent shall have all the rights, protections and indemnities afforded to the
Trustee hereunder. The Calculation Agent may be removed by the Company at any time. If the Calculation Agent is unable or unwilling
to act as Calculation Agent or is removed by the Company, the Company will promptly appoint a replacement Calculation Agent. The
Calculation Agent may not resign its duties without a successor having been duly appointed; provided, that if a successor Calculation
Agent has not been appointed by the Company and such successor accepted such position within 30 days after the giving of notice
of resignation by the Calculation Agent, then the resigning Calculation Agent may petition, at the expense of the Company, any
court of competent jurisdiction for the appointment of a successor Calculation Agent with respect to such Subordinated Notes. The
Trustee shall not be under any duty to succeed to, assume or otherwise perform, any duties of the Calculation Agent, or to appoint
a successor or replacement in the event of the Calculation Agent’s resignation or removal or to replace the Calculation Agent
in the event of a default, breach or failure of performance on the part of the Calculation Agent with respect to the Calculation
Agent’s duties and obligations hereunder. For the avoidance of doubt, if at any time there is no Calculation Agent appointed
by the Company, then the Company shall be the Calculation Agent. The Company may appoint itself or any of its Affiliates to be
the Calculation Agent.


 






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(c)              
Effect of Benchmark Transition Event.


 


(i)                
If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
on or prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any
date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes
during the Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates.


 


(ii)             
In connection with the implementation of a Benchmark Replacement, the Calculation Agent will have the right to make Benchmark
Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Holders
or any other party.


 


(iii)           
The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of
the Subordinated Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 213(c).
Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the Benchmark transition
provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection:


 


(1)              
will be conclusive and binding on the Holders of the Subordinated Notes and the Trustee absent manifest error;


 


(2)              
if made by the Company as Calculation Agent, will be made in the Company’s sole discretion;


 


(3)              
if made by a Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation
Agent will not make any such determination, decision or election to which the Company reasonably objects; and


 


(4)              
notwithstanding anything to the contrary herein or in the Subordinated Note or the Purchase Agreement, shall become effective
without consent from the relevant Holders, the Trustee or any other party. If the Calculation Agent fails to make any determination,
decision or election that it is required to make under the terms of the Subordinated Notes, then the Company will make such determination,
decision or election on the same basis as described above.


 






    29


     


    

 


(iv)            
For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred,
interest payable on the Subordinated Notes for each Floating Rate Interest Period will be an annual rate equal to the sum of the
applicable Benchmark Replacement plus 412.6 basis points.


 


(v)              
The Company (or its Calculation Agent) shall notify the Trustee in writing (1) upon the occurrence of the Benchmark Transition
Event or the Benchmark Replacement Date, and (2) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other
items affecting the interest rate on the Subordinated Notes after a Benchmark Transition Event.


 


(vi)            
The Trustee (including in its capacity as Paying Agent) shall have no (1) responsibility or liability for the (A) Three-Month
Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation,
whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or
an Unadjusted Benchmark Replacement), (C) determination, selection or calculation of a Benchmark Replacement, or (D) determination
of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through
(D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the
Company or its Calculation Agent, as applicable, and (2) liability for any failure or delay in performing its duties hereunder
as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as
a result of the Company’s or Calculation Agent’s failure or inability to select a Benchmark Replacement, the Company’s
or Calculation Agent’s failure or inability to calculate, or error or inaccuracy in calculating, a Benchmark, resignation
or removal of the Calculation Agent, or any inability, delay, error or inaccuracy on the part of the Company or Calculation Agent
in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and reasonably
required for the performance of such duties. The Trustee shall be entitled to rely conclusively on all notices from the Company
or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, with regards to Three-Month
Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes.
The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in
the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee
the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any
instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without
independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment
or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation,
in connection with the adoption of any Benchmark Replacement Conforming Changes).


 






    30


     


    

 


(vii)         
If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month
Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of
interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation
Agent, then the relevant Three-Month Term SOFR Conventions will apply.


 


(viii)       
As used in this Subordinated Note:


 


(1)              
“Benchmark” means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines
on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with
respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark
Replacement.


 


(2)              
“Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark,
plus the Benchmark Replacement Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated
Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated
Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the
first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement
Date:


 


a.                  
Compounded SOFR;


 


b.                 
the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body
as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement
Adjustment;


 


c.                  
the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment;


 


d.                 
the sum of: (i) the alternate rate of interest that has been selected by the Calculation Agent as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest
as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (ii) the
Benchmark Replacement Adjustment.


 


If the Benchmark Replacement,
as determined pursuant to clause (a), (b), (c) or (d) above would be less than zero, the Benchmark Replacement will be deemed to
be zero.


 


(3)              
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that
can be determined by the Calculation Agent, as of the Benchmark Replacement Date:


 


a.                  
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative
value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark
Replacement;


 






    31


     


    

 


b.                 
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;


 


c.                  
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent
giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated
floating rate notes at such time.


 


(4)              
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any
technical, administrative or operational changes (including changes to the definition of “Floating Rate Interest Period,”
timing and frequency of determining rates with respect to each Floating Rate Interest Period and making payments of interest, rounding
of amounts or tenors and other administrative matters) that the Calculation Agent decides may be appropriate to reflect the adoption
of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent decides that
adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no
market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent determines is reasonably
necessary).


 


(5)              
“Benchmark Replacement Date” means the earliest to occur of the following events with respect
to the then-current Benchmark:


 


a.                  
in the case of clause (a) of the definition of “Benchmark Transition Event,” the relevant Reference Time
in respect of any determination;


 


b.                 
in the case of clause (b) or (c) of the definition of “Benchmark Transition Event,”
the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date
on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or


 


c.                  
in the case of clause (d) of the definition of “Benchmark Transition Event,” the date of such
public statement or publication of information referenced therein.


 


For the avoidance of
doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time
in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for
purposes of such determination. Further, for the avoidance of doubt, for purposes of this definition, references to the Benchmark
also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references to
the Benchmark would include SOFR).


 


(6)              
“Benchmark Transition Event” means the occurrence of one or more of the following events with
respect to the then-current Benchmark:


 






    32


     


    

 


a.                  
if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking
term rate for a tenor of three months based on SOFR, (ii) the development of a forward-looking term rate for a tenor of three months
based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (iii) the Calculation
Agent determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;


 


b.                 
a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such
administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide the Benchmark;


 


c.                  
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the
central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark,
a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency
or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased
or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Benchmark; or


 


d.                 
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing
that the Benchmark is no longer representative.


 


For the avoidance of
doubt, for purposes of this definition, references to the Benchmark also include any reference rate underlying the Benchmark (for
example, if the Benchmark becomes Compounded SOFR, references to the Benchmark would include SOFR).


 


(7)              
“Calculation Agent” means such bank or other entity (which may be the Company or an affiliate
of the Company) as may be appointed by the Company to act as Calculation Agent for the Subordinated Notes prior to the commencement
of the Floating Rate Period. The initial Calculation Agent shall be the Company.


 


(8)              
“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor,
with the rate, or methodology for this rate, and conventions for this rate being established by the Calculation Agent in accordance
with:


 


a.                  
the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental
Body for determining Compounded SOFR; provided that:


 


b.                 
if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with
clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected
by the Calculation Agent giving due consideration to any industry-accepted market practice for U.S. dollar denominated floating
rate notes at such time.


 






    33


     


    

 


For the avoidance of
doubt, the calculation of Compounded SOFR will exclude the Benchmark Replacement Adjustment and the spread defined in Section 213.


 


(9)              
“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight)
having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for the then-current Benchmark.


 


(10)          
“FRBNY” means the Federal Reserve Bank of New York.


 


(11)          
“FRBNY’s Website” means the website of the FRBNY at http://www.newyorkfed.org, or any successor
source.


 


(12)          
“Interpolated Benchmark” with respect to the Benchmark means the rate determined for the Corresponding
Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available)
that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available)
that is longer than the Corresponding Tenor.


 


(13)          
“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor thereto.


 


(14)          
“ISDA Definitions” means the 2006 ISDA Definitions published by ISDA, as amended or supplemented
from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.


 


(15)          
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value
or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of
an index cessation event with respect to the Benchmark for the applicable tenor.


 


(16)          
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing
the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable
tenor excluding the applicable ISDA Fallback Adjustment.


 


(17)          
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark
is Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions,
and (2) if the Benchmark is not Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the
Benchmark Replacement Conforming Changes.


 


(18)          
“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.


 


(19)          
“SOFR” means the secured overnight financing rate published by the FRBNY, as the administrator
of the Benchmark (or a successor administrator), on the FRBNY’s Website.


 






    34


     


    

 


(20)          
“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended
by the Relevant Governmental Body.


 


(21)          
“Term SOFR Administrator” means any entity designated by the Relevant Governmental Body as the
administrator of Term SOFR (or a successor administrator).


 


(22)          
“Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months that is published
by the Term SOFR Administrator at the Reference Time for any Floating Rate Interest Period, as determined by the Calculation Agent
after giving effect to the Three-Month Term SOFR Conventions. All percentages used in or resulting from any calculation of Three-Month
Term SOFR shall be rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up
to 0.00001%.


 


(23)          
“Three-Month Term SOFR Conventions” means any determination, decision or election with respect
to any technical, administrative or operational matter (including with respect to the manner and timing of the publication of Three-Month
Term SOFR, or changes to the definition of “Floating Rate Interest Period”, timing and frequency of determining Three-Month
Term SOFR with respect to each Floating Rate Interest Period and making payments of interest, rounding of amounts or tenors, and
other administrative matters) that the Calculation Agent decides may be appropriate to reflect the use of Three-Month Term SOFR
as the Benchmark in a manner substantially consistent with market practice (or, if the Calculation Agent decides that adoption
of any portion of such market practice is not administratively feasible or if the Calculation Agent determines that no market practice
for the use of Three-Month Term SOFR exists, in such other manner as the Calculation Agent determines is reasonably necessary).


 


(24)          
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement
Adjustment.


 


Section
214         CUSIP Numbers.


 


The
Company may issue the Subordinated Notes with one or more “CUSIP” numbers (if then generally in use). The Company
will promptly notify the Trustee of any change in the CUSIP numbers. The Trustee may use “CUSIP” numbers in notices
(including but not limited to notices of redemption or exchange) as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Subordinated Notes or as contained
in any notice (including any notice of redemption or exchange) and that reliance may be placed only on the other identification
numbers printed on the Subordinated Notes, and any such notice will not be affected by any defect in or omission of such numbers.


 


ARTICLE
III

SATISFACTION AND DISCHARGE OF INDENTURE


 


Section
301         Satisfaction and Discharge.


 


This
Indenture will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company,
will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 






    35


     


    

 


(1)              
either


 


(a)              
all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 209 and (ii) Subordinated Notes for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 903) have been delivered to the Trustee for cancellation; or


 


(b)              
all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company,
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge
the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal
of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become
due and payable) or to the Maturity thereof, as the case may be;


 


(2)              
the Company has paid or caused to be paid all other sums payable hereunder
by the Company with respect to the Outstanding Subordinated Notes; and


 


(3)              
the Company has delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge
of this Indenture have been satisfied.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company
to the Trustee under Section 507 and, if money will have been deposited with the Trustee in accordance with Section 301(1)(b),
the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 303 and Section 903 will survive.


 


Section
302         Defeasance and Covenant Defeasance.


 


(1)              
The Company may at its option and at any time, elect to have Section
302(2) or Section 302(3) be applied to such Outstanding Subordinated Notes upon compliance with the conditions set forth below
in this Section 302. Legal Defeasance and Covenant Defeasance may be effected only with respect to all, and not less than all,
of the Outstanding Subordinated Notes.


 


(2)              
Upon the Company’s exercise of the above option applicable to
this Section 302(2), the Company will be deemed to have been discharged from its obligations with respect to such Outstanding Subordinated
Notes on the date the conditions set forth in clause (4) of this Section 302 are satisfied (“Legal Defeasance”).
For this purpose, Legal Defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented
by such Outstanding Subordinated Notes, which will thereafter be deemed to be “Outstanding” only for the purposes of
Section 302(5) and the other Sections of this Indenture referred to in clauses (i) through (iv) of this paragraph, and to have
satisfied all of its other obligations under such Subordinated Notes and this Indenture insofar as such Subordinated Notes are
concerned (and the Trustee, at the expense of the Company, will execute proper instruments acknowledging the same), except for
the following which will survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding
Subordinated Notes to receive, solely from the trust fund described in Section 302(4)(a) and as more fully set forth in this Section
302 and Section 303, payments in respect of the principal of and interest, if any, on, such Subordinated Notes when such payments
are due, (ii) the obligations of the Company and the Trustee with respect to such Subordinated Notes under Section 207, Section
209, Section 902 and Section 903, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 302 and Section 303. The Company may exercise its option under this Section 302(2) notwithstanding the prior exercise of
its option under Section 302(3) with respect to such Subordinated Notes.


 






    36


     


    

 


(3)              
Upon the Company’s exercise of the above option applicable to
this Section 302(3), the Company will be released from its obligations under clauses (ii) and (iii) of Section 904 and under Section
905, Section 907 and Section 908 on and after the date the conditions set forth in Section 302(4) are satisfied (“Covenant
Defeasance”), and such Subordinated Notes will thereafter be deemed to be not “Outstanding” for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any
such covenant, but will continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such
Covenant Defeasance means that with respect to such Outstanding Subordinated Notes, the Company may omit to comply with, and will
have no liability in respect of, any term, condition or limitation set forth in any such Section or any such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to
comply will not constitute a default, but, except as specified above, the remainder of this Indenture and such Subordinated Notes
will be unaffected thereby.


 


(4)              
The following will be the conditions to application of Section 302(2)
or Section 302(3) to any Outstanding Subordinated Notes:


 


(a)              
The Company will irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 508 who will agree to comply with the provisions of this Section 302 applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders, (i) an amount in Dollars, (ii) Government Obligations that through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal
of and interest, if any, on such Subordinated Notes, money or (iii) a combination thereof, in any case, in an amount, sufficient,
without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which will
be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of and interest, if any, on, such Outstanding
Subordinated Notes on the Stated Maturity of such principal or installment of principal or interest or the applicable Redemption
Date, as the case may be.


 






    37


     


    

 


(b)              
Such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under,
this Indenture or any other material agreement or instrument to which the Company or any Subsidiary thereof is a party or by which
it is bound.


 


(c)              
No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to
such Subordinated Notes will have occurred and be continuing on the date of such deposit, and, solely in the case of Legal Defeasance
under Section 302(2), no Event of Default, or event which with notice or lapse of time or both would become an Event of Default,
under Section 401 will have occurred and be continuing at any time during the period ending on and including the 91st
day after the date of such deposit (it being understood that this condition to Legal Defeasance under Section 302(2) will not be
deemed satisfied until the expiration of such period),


 


(d)              
In the case of Legal Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling
or (ii) since the date of this Indenture there has been a change in applicable federal income tax law, in either case to the effect
that, and based thereon such opinion of independent counsel will confirm that, the Holders of such Outstanding Subordinated Notes
will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance
had not occurred.


 


(e)              
In the case of Covenant Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee to the effect that the Holders of such Outstanding Subordinated Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred.


 


(f)               
The Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the Legal Defeasance or Covenant Defeasance, as the case may be, under this Indenture have been satisfied.


 


(g)              
If the moneys or Government Obligations or combination thereof, as the case may be, deposited under Section 302(4)(a) above
are sufficient to pay the principal of, and interest, if any, on, such Subordinated Notes provided such Subordinated Notes are
redeemed on a particular Redemption Date, the Company will have given the Trustee irrevocable instructions to redeem such Subordinated
Notes on such date and to provide notice of such redemption to Holders as provided in or under this Indenture.


 


(h)              
The Trustee will have received such other documents, assurances and Opinions of Counsel as the Trustee will have reasonably
required.


 






    38


     


    

 


(5)              
Subject to the provisions of the last paragraph of Section 903, all
money and Government Obligations deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section
302(5), the “Trustee”) in accordance with Section 302(4)(a) in respect of any Outstanding Subordinated Notes will be
held in trust and applied by the Trustee, in accordance with the provisions of such Subordinated Notes and this Indenture, to the
payment, either directly or through any Paying Agent (other than the Company or any Subsidiary or Affiliate of the Company acting
as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal
and interest but such money and Government Obligations need not be segregated from other funds, except to the extent required by
law.


 


The Company will pay
and indemnify the Trustee against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited
in accordance with this Section 302 or the principal or interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding Subordinated Notes.


 


Section
303         Application of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 903, all money and Government Obligations deposited with the Trustee in accordance with Section
301 or Section 302 will be held in trust and applied by the Trustee, in accordance with the provisions of such Subordinated Notes
subject to discharge under Section 301 or Legal Defeasance or Covenant Defeasance under Section 302, and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company, acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest for whose payment such money has or Government Obligations
have been deposited with or received by the Trustee; but such money and Government Obligations need not be segregated from other
funds, except to the extent required by law.


 


Section
304         Reinstatement.


 


If
the Trustee (or other qualifying trustee appointed in accordance with Section 302(4)(a)) or any Paying Agent is unable to
apply any moneys or Government Obligations deposited in accordance with Section 301(1) or Section 302(4)(a) to pay any principal
of, or interest, if any, on, the Subordinated Notes by reason of any legal proceeding or any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under
this Indenture and the Subordinated Notes will be revived and reinstated as though no such deposit had occurred, until such time
as the Trustee (or other qualifying trustee) or Paying Agent is permitted to apply all such moneys and Government Obligations to
pay the principal of, and interest, if any, on the Subordinated Notes as contemplated by Section 301 or Section 302, as the case
may be; provided, however, that if the Company makes any payment of the principal of, or interest, if any, on, the Subordinated
Notes following the reinstatement of its obligations as aforesaid, the Company will be subrogated to the rights of the Holders
of such Subordinated Notes to receive such payment from the funds held by the Trustee (or other qualifying trustee) or Paying Agent.


 


Section
305         Effect on Subordination Provisions.


 


The provisions of Article
XI are expressly made subject to the provisions for, and to the right of the Company to effect, the satisfaction and discharge
of all of the Subordinated Notes as set forth in and in accordance with Section 301 and the provisions for, and to the right of
the Company to effect, Legal Defeasance and Covenant Defeasance of all of the Subordinated Notes as set forth in and in accordance
with Section 302. As a result, and anything herein to the contrary notwithstanding, if the Company complies with the provisions
of Section 301 to effect the satisfaction and discharge of the Subordinated Notes or complies with the provisions of Section 302
to effect the Legal Defeasance or Covenant Defeasance, upon the effectiveness of such satisfaction and discharge in accordance
with Section 301 or of Legal Defeasance or Covenant Defeasance in accordance with Section 302, in the case of satisfaction and
discharge in accordance with Section 301, or, in the case of Legal Defeasance or Covenant Defeasance in accordance with Section
302, the Subordinated Notes as to which Legal Defeasance or Covenant Defeasance, as the case may be, will have become effective
will thereupon cease to be so subordinated in right of payment to the Senior Indebtedness and will no longer be subject to the
provisions of Article XI and, without limitation to the foregoing, all moneys and Government Obligations deposited with the Trustee
(or other qualifying trustee) in trust in connection with such satisfaction and discharge. Legal Defeasance or Covenant Defeasance,
as the case may be, and all proceeds therefrom may be applied to pay the principal of, and interest, if any, on, such Subordinated
Notes as and when the same will become due and payable notwithstanding the provisions of Article XI without regard to whether any
or all of the Senior Indebtedness then outstanding will have been paid or otherwise provided for.


 






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ARTICLE
IV

REMEDIES


 


Section
401         Events of Default; Acceleration.


 


An “Event of Default”
means any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary
or be effected by operation of law or in accordance with any judgment, decree, or order of any court or any order, rule, or regulation
of any administrative or governmental body):


 


(1)              
the entry of a decree or order for relief in respect of the Company
by a court having jurisdiction in the premises in an involuntary case or proceeding under any applicable bankruptcy, insolvency,
or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, and such decree or
order will have continued unstayed and in effect for a period of 60 consecutive days;


 


(2)              
the commencement by the Company of a voluntary case under any applicable
bankruptcy, insolvency or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof,
or the consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such
law;


 


(3)              
the failure of the Company to pay any installment of interest on any
of the Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period of
30 days;


 


(4)              
the failure of the Company to pay all or any part of the principal
of any of the Subordinated Notes as and when the same will become due and payable under this Indenture;


 


(5)              
the failure of the Company to perform any other covenant or agreement
on the part of the Company contained in the Subordinated Notes or in this Indenture, and the continuation of such failure for a
period of 60 days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default”
hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 105, to the
Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Subordinated
Notes at the time Outstanding; or the default by the Company under any bond, debenture, note or other evidence of indebtedness
for money borrowed by the Company having an aggregate principal amount outstanding of at least $25,000,000, whether such indebtedness
now exists or is created or incurred in the future, which default (i) constitutes a failure to pay any portion of the principal
of such indebtedness when due and payable after the expiration of any applicable grace period or (ii) results in such indebtedness
becoming due or being declared due and payable prior to the date on which it otherwise would have become due and payable without,
in the case of clause (i), such indebtedness having been discharged or, in the case of clause (ii), without such indebtedness having
been discharged or such acceleration having been rescinded or annulled.


 






    40


     


    

 



 


Upon
becoming aware of any Event of Default, the Company will promptly deliver to the Trustee a written statement specifying
the Event of Default.


 


If an Event of Default
described in Section 401(1) or Section 401(2) occurs, then the principal amount of all of the Outstanding Subordinated Notes, and
accrued and unpaid interest, if any, on all Outstanding Subordinated Notes will become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder, and the Company waives demand, presentment for payment,
notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing, because the Company will treat the
Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section
401(1) or Section 401(2), neither the Trustee nor any Holder may accelerate the Maturity of the Subordinated Notes and make the
principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable.


 


If any Event of Default
occurs and is continuing, the Trustee may also pursue any other available remedy to collect the payment of principal of, and interest
on, the Subordinated Notes or to enforce the performance of any provision of the Subordinated Notes or this Indenture.


 


Section
402         Failure to Make Payments.


 


If an Event of Default
described in Section 401(3) or Section 401(4) occurs, the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Subordinated Notes, the whole amount then due and payable with respect to such Subordinated Notes,
with interest upon the overdue principal, and, to the extent permitted by applicable law, upon any overdue installments of interest
at the rate or respective rates, as the case may be, provided for or with respect to such Subordinated Notes or, if no such rate
or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Subordinated Notes, and,
in addition thereto, such further amount of money as will be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts
due to the Trustee under Section 507.


 


If
the Company fails to pay the money it is required to pay the Trustee, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding
to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Subordinated Notes and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, wherever
situated.


 






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The
Trustee may proceed to protect and enforce its rights and the rights of the Holders of Subordinated Notes by such appropriate
judicial proceedings as the Trustee will deem most effectual to protect and enforce any such rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce
any other proper remedy.


 


Upon
an Event of Default or the occurrence of a failure by the Company to make any required payment of principal or interest on the
Subordinated Notes, the Company may not declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of the Company’s capital stock, make any payment of principal or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank equal with or junior to the
Subordinated Notes, or make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than:
(i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class
of Company’s Common Stock; (ii) any declaration of a dividend in connection with the implementation of a shareholders’
rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant
thereto; (iii) as a result of a reclassification of Company’s capital stock or the exchange or conversion of one class or
series of Company’s capital stock for another class or series of Company’s capital stock; (iv) the purchase of fractional
interests in shares of Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock
or the security being converted or exchanged; or (v) purchases of any class of Company’s Common Stock related to the issuance
of Common Stock or rights under any benefit plans for Company’s directors, officers or employees or any of Company’s
dividend reinvestment plans.


 


Section
403        Trustee May File Proofs of Claim.


 


In
case of any judicial proceeding relative to the Company (or any other obligor upon the Subordinated Notes), its property
or its creditors, the Trustee will be entitled and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee will be authorized to:


 


(1)         file and prove a claim for the whole amount, or such lesser amount
as may be provided for in the Subordinated Notes, of the principal and interest owing and unpaid in respect of such Subordinated
Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the
Holders of such Subordinated Notes allowed in such judicial proceeding, and 


 


(2)         collect and receive any moneys or other property payable or deliverable
on any such claims and to distribute the same;


 






    	 	42	 



     


    

 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding
is authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee will consent to the making
of such payments directly to the Holders and to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel, and any other amounts due hereunder.


 


No provision of this
Indenture will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment, or composition affecting the Subordinated Notes or the rights of any Holder or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, the Trustee may vote on behalf
of the Holders for the election of a trustee in bankruptcy or similar official and may be a member of a creditors, or other similar
committee.


 


Section
404         Trustee May Enforce Claims Without
Possession of Subordinated Notes.


 


All
rights of action and claims under this Indenture or the Subordinated Notes may be prosecuted and enforced by the Trustee
without the possession of any of the Subordinated Notes or the production of such Subordinated Notes in any related proceeding,
and any such proceeding instituted by the Trustee will be brought in its own name as trustee of an express trust, and any recovery
of judgment will, after provision for the payment of the reasonable compensation, expenses, disbursements, and advances of the
Trustee, its agents, and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.


 


Section
405         Application of Money Collected.


 


Any
money collected by the Trustee in accordance with this Article IV or, after an Event of Default, any money or other property
distributable in respect of the Company’s obligations under this Indenture will be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any interest, upon
presentation of the Subordinated Notes and the notation on such Subordinated Notes of the payment if only partially paid and upon
surrender of such Subordinated Notes if fully paid:


 


FIRST: To the payment
of all amounts due the Trustee, acting in any capacity hereunder, (including any predecessor trustee) under Section 507;


 


SECOND:
To the payment of amounts then due and unpaid to the holders of Senior Indebtedness, to the extent required under the Subordination
Provisions established with respect to the Subordinated Notes;


 


THIRD: To the payment
of the amounts then due and unpaid for principal of and any interest on the Subordinated Notes in respect of which or for the benefit
of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts
due and payable on such Subordinated Notes for principal and interest, respectively; and


 


FOURTH: The balance,
if any, to the Person or Persons entitled thereto.


 






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Section
406        Limitation on Suits.


 


No
Holder of any Subordinated Note will have any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture or any Subordinated Notes, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture,
unless:


 


(1)         such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Subordinated Notes;


 


(2)         the Holders of not less than 25% in aggregate principal amount of the
Outstanding Subordinated Notes will have made written request to the Trustee to institute proceedings in respect of such Event
of Default in its own name as Trustee under the Indenture;


 


(3)         such Holder or Holders have offered to the Trustee security and indemnity
reasonably satisfactory to the Trustee against the costs, expenses, and liabilities to be incurred in compliance with such request;


 


(4)         the Trustee for 60 days after its receipt of such notice, request,
and offer of indemnity has failed to institute any such proceeding; and


 


(5)         no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in the aggregate principal amount of the Outstanding Subordinated
Notes;


 


it being understood and intended that no
one or more of such Holders will have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb, or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, except in the manner provided in this Indenture and
for the equal and ratable benefit of all of such Holders.


 


Section
407        Unconditional Right of Holders to
Payments.


 


Notwithstanding any
other provision in this Indenture, the Holder of any Subordinated Note will have the right, which is absolute and unconditional,
to receive payment of the principal of and (subject to Section 207 and Section 210) any interest on such Subordinated Note on the
respective Stated Maturity or Maturities expressed in such Subordinated Note (or, in the case of redemption, on the Redemption
Date), and to institute suit for the enforcement of any such payment and such rights will not be impaired without the consent of
such Holder.


 


Section
408        Restoration of Rights and Remedies.


 


If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders will be restored
severally and respectively to their former positions under this Indenture, and thereafter all rights and remedies of the Trustee
and the Holders will continue as though no such proceeding had been instituted.


 






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Section
409        Rights and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Subordinated Notes
in the last paragraph of Section 209, no right or remedy conferred in this Indenture upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every right and remedy will, to the extent permitted by law,
be cumulative and in addition to every other right and remedy given under this Indenture or now or in the future existing at law
or in equity or otherwise. The assertion or employment of any right or remedy under this Indenture, or otherwise, will not prevent
the concurrent assertion or employment of any other appropriate right or remedy.


 


Section
410        Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Subordinated Notes to exercise any right or remedy accruing upon
any Event of Default will impair any such right or remedy or constitute a waiver of or acquiescence in any such Event of Default.
Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section
411        Control by Holders.


 


The
Holders of a majority in aggregate principal amount of the Outstanding Subordinated Notes will have the right to direct
the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Subordinated Notes, provided that:


 


(1)         such direction will not violate any rule of law or this Indenture or
the Subordinated Notes;


 


(2)         the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction; and


 


(3)         the Trustee will have the right to decline to follow any such direction
if the Trustee in good faith will determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining
in any such direction or would involve the Trustee in personal liability.


 


Section
412        Waiver of Past Defaults.


 


The
Holders of not less than a majority in aggregate principal amount of the Outstanding Subordinated Notes may on behalf of
the Holders of all the Subordinated Notes waive any past default under this Indenture and its consequences, except a default in
the payment of the principal of, or interest on, any Subordinated Note, or in respect of a covenant or provision of this Indenture
which under Article VIII cannot be modified or amended without the consent of the Holder of each Outstanding Subordinated Note.


 


Upon any such waiver,
such default will cease to exist, and any Event of Default arising from such default will be deemed to have been cured, for every
purpose of this Indenture, but no such waiver will extend to any subsequent or other default or impair any consequent right.


 






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Section
413        Undertaking for Costs.


 


All
parties to this Indenture agree, and each Holder of any Subordinated Notes by his acceptance of such Subordinated Notes
will be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken, suffered, or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 413
will not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder,
or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Subordinated Notes, or to any
suit instituted by any Holder for the enforcement of the payment of the principal of or interest, if any, on any Subordinated Notes
on or after the Stated Maturity or Maturities expressed in such Subordinated Notes (or, in the case of redemption, on or after
the Redemption Date).


 


ARTICLE
V

THE TRUSTEE


 


Section
501        Duties of Trustee.


 


(1)         If an Event of Default has occurred and is continuing, the Trustee
will exercise such of the rights and powers vested in it hereby, and use the same degree of care and skill in its exercise, as
a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(2)         Except during the continuance of an Event of Default:


 


(a)              
the duties of the Trustee will be determined solely by the express provisions hereof and the Trustee need perform only those
duties that are specifically set forth herein and no others, and no implied covenants or obligations will be read into this Indenture
against the Trustee; and


 


(b)              
in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements hereof;
however, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements hereof
(but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


(3)         Whether or not therein expressly so provided, every provision hereof
that in any way relates to the Trustee is subject to paragraphs (1) and (2) of this Section 501 and to Section 502.


 


(4)         No provision hereof will require the Trustee to expend or risk its
own funds or incur any liability.


 


(5)         The Trustee will not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.


 






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Section
502        Certain Rights of Trustee.


 


Subject to Section
315(a) through Section 315(d) of the Trust Indenture Act:


 


(1)         the Trustee may conclusively rely and will be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;


 


(2)         any request or direction of the Company mentioned herein will be sufficiently
evidenced by a Company Request or a Company Order (unless other evidence in respect thereof be herein specifically prescribed)
and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(3)         whenever in the administration of this Indenture the Trustee will deem
it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless
other evidence will be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate or Opinion of Counsel, or both, which will comply with Section 102;


 


(4)         before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to
take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel
and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. The Trustee may act
through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.


 


(5)         the Trustee will be under no obligation to exercise any of the rights
or powers vested in it by or under this Indenture at the request or direction of any Holder(s) under this Indenture, unless such
Holder(s) will have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction;


 


(6)         the Trustee will not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee will determine to
make such further inquiry or investigation, it will be entitled to examine, during business hours and upon reasonable notice, the
books, records and premises of the Company, personally or by agent or attorney, at the sole cost of the Company and will incur
no liability or additional liability of any kind by reason of such inquiry or investigation;


 


(7)         the Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys and the Trustee will not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it hereunder;


 






    	 	47	 



     


    

 


(8)          the Trustee will not be liable for any action taken, suffered or omitted
to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Indenture;


 


(9)          in no event will the Trustee be responsible or liable for special,
indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;


 


(10)        the Trustee will not be required to take notice or be deemed to have
notice of any default or Event of Default, except failure by the Company to pay or cause to be made any of the payments required
to be made to the Trustee, unless a Responsible Officer shall receive by a writing of such default or Event of Default by the Company
or by the Holders of at least 25% in aggregate principal amount of the then Outstanding Subordinated Notes delivered to the Corporate
Trust Office of the Trustee and in the absence of such notice so delivered the Trustee may conclusively assume no default or Event
of Default exists;


 


(11)        the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are extended to, and will be enforceable by, the Trustee
in each of its capacities hereunder, and each agent, custodian and other Person employed or appointed to act hereunder; 


 


(12)        the Trustee may request that the Company deliver a certificate setting
forth the names of individuals and/or titles of officers authorized at such time to take specified actions under this Indenture;


 


(13)        the
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;


 


(14)        the
Trustee shall not be liable or responsible for any calculation in connection with the transactions contemplated hereunder or for
any information used in connection with such calculation;


 


(15)        the
Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Subordinated Notes unless either
(A) with respect to any payment default, a Responsible Officer has actual knowledge of such default or Event of Default or (B)
a written notice of such default or Event of Default shall have been given to a Responsible Officer by the Company or by any Holder
of the Subordinated Notes;


 


(16)        the
Trustee shall have no duty or obligation to monitor the Company’s compliance with the terms of this Indenture or to ascertain
or inquire as to the observance, performance of any covenants, conditions or agreements of the Company except as expressly set
forth in this Indenture;


 






    	 	48	 



     


    

 


(17)       the
Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken by it in good faith in accordance
with the direction of the Company or the Holders of at least a majority in aggregate principal amount of the Outstanding Subordinated
Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee under this Indenture;
and


 


(18)       in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


Section
503         Notice of Defaults.


 


Within
90 days after the Trustee is notified of the occurrence of any default hereunder with respect to the Subordinated Notes,
the Trustee will deliver to all Holders entitled to receive reports in accordance with Section 603(3), notice of such default hereunder
known to the Trustee, unless such default will have been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of or interest, if any, on, any Subordinated Note, the Trustee will be protected in withholding
such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the best interest
of the Holders. For the purpose of this Section, the term “default” means any event that is, or after notice or lapse
of time or both would become, an Event of Default with respect to Subordinated Notes.


 


Section
504         Not Responsible for Recitals or
Issuance of Subordinated Notes.


 


The
recitals contained herein and in the Subordinated Notes, except the Trustee’s certificate of authentication, will
be taken as the statements of the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Subordinated Notes,
except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Subordinated
Notes and perform its obligations hereunder and that the statements made by it in any Statement of Eligibility on Form T-1 supplied
to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating
Agent will be accountable for the use or application by the Company of the Subordinated Notes or the proceeds thereof. The Trustee
will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Subordinated Notes,
it will not be accountable for the Company’s use of the proceeds from the Subordinated Notes or any money paid to the Company
or upon the Company’s direction under any provision hereof, it will not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or
any statement in the Subordinated Notes or any other document in connection with the sale of the Subordinated Notes or under this
Indenture other than its certificate of authentication.


 






    	 	49	 



     


    

 


Section
505         May Hold Subordinated Notes.


 


The Trustee, any Authenticating
Agent, any Paying Agent, any Registrar or any other Person that may be an agent of the Trustee or the Company, in its individual
or any other capacity, may become the owner or pledgee of Subordinated Notes and, subject to Section 310(b) and Section 311 of
the Trust Indenture Act, may otherwise deal with the Company with the same rights that it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Registrar or such other Person.


 


Section
506         Money Held in Trust.


 


Except
as provided in Section 302(5), Section 303 and Section 903, money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law and will be held uninvested. The Trustee will be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing with the Company.


 


Section
507         Compensation and Reimbursement.


 


The Company agrees:


 


(1)          to pay to the Trustee from time to time compensation as agreed in writing
among the parties hereto for all services rendered by the Trustee acting in any capacity hereunder (which compensation will not
be limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(2)          except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any
provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to the Trustee’s gross negligence or willful misconduct;
and


 


(3)          to indemnify each of the Trustee acting in any capacity or any predecessor
Trustee and their agents for, and to hold them harmless against, any loss, damage, claim, liability, action, suit, cost or expense
of any kind whatsoever (including, without limitation, the reasonable fees and disbursements of the Trustee’s agents, legal
counsel, accountants and experts) and including taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), arising out of or in connection with the acceptance or administration of its duties hereunder, including the costs
and expenses of enforcing this Indenture against the Company (including this Section 507) and defending itself against any claim
(whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance
of any of their powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent
that any such loss, liability or expense was due to the Trustee’s gross negligence or willful misconduct.


 


The
obligations of the Company under this Section 507 will survive the satisfaction and discharge of this Indenture.


 


As
security for the performance of the obligations of the Company under this Section, the Trustee will have a lien prior to
the Subordinated Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the
payment of principal of, or interest on. Subordinated Notes. Such lien will survive the satisfaction and discharge hereof.


 






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Any compensation or
expense incurred by the Trustee after a default specified by Section 401 is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 507 will include any
predecessor Trustee, but the gross negligence or bad faith of any Trustee will not affect the rights of any other Trustee under
this Section 507. The provisions of this Section 507 will, to the extent permitted by law, survive any termination of this Indenture
(including, without limitation, termination in accordance with any Bankruptcy Laws) and the resignation or removal of the Trustee.


 


Section
508         Corporate Trustee Required; Eligibility.


 


(1)          There will at all times be a Trustee hereunder that is a corporation,
organized and doing business under the laws of the United States, any state thereof or the District of Columbia, eligible under
Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that
has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000
and is subject to supervision or examination by federal or state authority. The Trustee will also satisfy the requirements of Section
310(a)(5) of the Trust Indenture Act. If at any time the Trustee will cease to be eligible in accordance with the provisions of
this Section, it will resign immediately in the manner and with the effect hereinafter specified in this Article,


 


(2)          The Trustee will comply with Section 310(b) of the Trust Indenture
Act; provided, however, that there will be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act this Indenture
or any indenture or indentures under which other securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are
met.


 


Section
509         Resignation and Removal; Appointment
of Successor.


 


(1)          No resignation or removal of the Trustee and no appointment of a successor
Trustee in accordance with this Article V will become effective until the acceptance of appointment by the successor Trustee in
accordance with Section 510.


 


(2)          The Trustee may resign at any time with respect to the Subordinated
Notes by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section
510 will not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee
may, at the Company’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


(3)          The Trustee may be removed at any time with respect to the Subordinated
Notes by Act of the Holders of a majority in principal amount of the Outstanding Subordinated Notes, delivered to the Trustee and
the Company.


 


If at any time:


 


(a)              the Trustee will fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with
respect to Subordinated Notes after written request therefor by the Company or any Holder who has been a bona fide Holder for at
least six months,


 






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(b)              the Trustee will cease to be eligible under Section 508 and will fail to resign after written request therefor by the Company
or any such Holder, or


 


(c)              the Trustee will become incapable of acting or will be adjudged a bankrupt or insolvent or a receiver of the Trustee or
of its property will be appointed or any public officer will take charge or control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation,


 


then,
in any such case, (i) the Company, by or in accordance with a Board Resolution, may remove the Trustee with respect to the
Subordinated Notes, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder for
at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Subordinated Notes and the appointment of a successor Trustee or Trustees.


 


(4)          If the Trustee will resign, be removed or become incapable of acting,
or if a vacancy will occur in the office of Trustee for any cause, with respect to the Subordinated Notes, the Company, by or in
accordance with a Board Resolution, will promptly appoint a successor Trustee or Trustees with respect to the Subordinated Notes
and will comply with the applicable requirements of Section 510. If, within one year after such appointment, a successor Trustee
with respect to the Subordinated Notes will be appointed by Act of the Holders of a majority in principal amount of the Outstanding
Subordinated Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed will, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 510, become the successor Trustee with
respect to the Subordinated Notes and to that extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Subordinated Notes will have been so appointed by the Company or the Holders and accepted appointment
in the manner required by Section 510, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Subordinated Notes.


 


(5)          The Company will give notice of each resignation and each removal of
the Trustee with respect to the Subordinated Notes and each appointment of a successor Trustee with respect to the Subordinated
Notes by delivering written notice of such event by first-class mail, postage prepaid, to the Holders as their names and addresses
appear in the Subordinated Note Register. Each notice will include the name of the successor Trustee with respect to the Subordinated
Notes and the address of its Corporate Trust Office.


 


Section
510         Acceptance of Appointment by Successor.


 


(1)          Upon the appointment hereunder of any successor Trustee with respect
to all Subordinated Notes, such successor Trustee so appointed will execute, acknowledge and deliver to the Company and the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee will become
effective and such successor Trustee, without any further act, deed or conveyance, will become vested with all the rights, powers,
trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring
Trustee, upon payment of its charges, will execute and deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and, subject to Section 903, will duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for
in Section 507.


 






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(2)          Upon the appointment hereunder of any successor Trustee with respect
to the Subordinated Notes, the Company, the retiring Trustee and such successor Trustee will execute and deliver an indenture supplemental
hereto wherein each successor Trustee will accept such appointment and which (i) will contain such provisions as will be necessary
or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Subordinated Notes, (ii) if the retiring Trustee is not retiring with respect to all Subordinated
Notes, will contain such provisions as will be deemed necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Subordinated Notes will continue to be vested in the retiring Trustee, and (iii)
will add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture will
constitute such Trustees co-trustees of the same trust, that each such Trustee will be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee will be responsible for
any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the execution
and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee will become effective to the extent
provided therein, such retiring Trustee will have no further responsibility for the exercise of rights and powers or for the performance
of the duties and obligations vested in the Trustee under this Indenture with respect to the Subordinated Notes other than as hereinafter
expressly set forth, and such successor Trustee, without any further act, deed or conveyance, will become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Subordinated Notes; but, on request of the Company or such
successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Subordinated Notes and subject to Section
903 will duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to the Subordinated Notes, subject to its claim, if
any, provided for in Section 507.


 


(3)          Upon request of any Person appointed hereunder as a successor Trustee,
the Company will execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be.


 


(4)          No Person will accept its appointment hereunder as a successor Trustee
unless at the time of such acceptance such successor Person will be qualified and eligible under this Article. No resigning or
removed Trustee shall have any liability or responsibility for the action or inaction of any successor Trustee.


 






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Section
511         Merger, Conversion, Consolidation
or Succession to Business.


 


Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee will be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, will be the successor of the Trustee hereunder (provided that such corporation
will otherwise be qualified and eligible under this Article), without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Subordinated Notes will have been authenticated but not delivered by the Trustee
then in office, any such successor to such authenticating Trustee may adopt such authentication and deliver the Subordinated Notes
so authenticated with the same effect as if such successor Trustee had itself authenticated such Subordinated Notes. In case any
Subordinated Notes will not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Subordinated Notes in either its own name or that of its predecessor Trustee.


 


Section
512         Appointment of Authenticating Agent.


 


The
Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to the Subordinated Notes which
will be authorized to act on behalf of the Trustee to authenticate Subordinated Notes issued upon original issue, exchange, registration
of transfer, partial redemption, partial repayment, or in accordance with Section 209, and Subordinated Notes so authenticated
will be entitled to the benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Subordinated Notes by the
Trustee or the Trustee’s certificate of authentication, such reference will be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.


 


Each
Authenticating Agent will be reasonably acceptable to the Company and, except as provided in or under this Indenture, will at all
times be a corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified
under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has
a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000
and is subject to supervision or examination by federal or state authority. If at any time an Authenticating Agent will cease to
be eligible in accordance with the provisions of this Section, it will resign immediately in the manner and with the effect specified
in this Section.


 


Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent will be a party, or any corporation succeeding
to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, will be the successor
of such Authenticating Agent hereunder, provided such corporation will be otherwise eligible under this Section, without the execution
or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent will cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent that will be acceptable
to the Company and will deliver written notice of such appointment by first-class mail, postage prepaid, to all Holders with respect
to which such Authenticating Agent will serve, as their names and addresses appear in the Subordinated Note Register. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, will become vested with all the rights, powers and duties of
its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent
will be appointed unless eligible under the provisions of this Section 512.


 






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The
Company agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section.
If the Trustee makes such payments, it will be entitled to be reimbursed for such payments, subject to the provisions of Section
507.


 


The provisions of Section
211, Section 504 and Section 505 will be applicable to each Authenticating Agent.


 


If
an Authenticating Agent is appointed under this Section, the Subordinated Notes may have endorsed thereon, in addition to
or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the
following form:


 


This
is one of the Subordinated Notes designated herein referred to in the within-mentioned Indenture.


 


	 	 
	 	As Trustee
	 	 	 
	 	By:	 
	 		As Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


Section
513         Preferred Collection of Claims against
Company.


 


If
and when the Trustee will be or become a creditor of the Company (or any other obligor upon the Subordinated Notes), the
Trustee will be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor).


 


ARTICLE
VI

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section
601         Holder Lists.


 


The Trustee will preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders.
If the Trustee is not the Registrar, the Company will cause to be furnished to the Trustee: (a) during the Fixed Rate Period at
least semiannually on January 1 and July 1; and (b) during the Floating Rate Period at least quarterly on January 1, April 1, July
1 and October 1; a listing of the Holders dated within 10 days of the date on which the list is furnished and at such other times
as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders.


 






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Section
602         Preservation of Information; Communications
to Holders.


 


The
Trustee will comply with the obligations imposed upon it in accordance with Section 312 of the Trust Indenture Act.


 


Every
Holder of Subordinated Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the
Company, the Trustee, any Paying Agent or any Registrar will be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders of Subordinated Notes in accordance with Section 312(c) of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the Trustee will not be held accountable by reason of
delivering any material in accordance with a request made under Section 312(b) of the Trust Indenture Act.


 


Section
603         Reports by Trustee.


 


(1)          Within 60 days after July 15 of each year commencing with the first
July 15 following the date of this Indenture, if required by Section 313(a) of the Trust Indenture Act, the Trustee will transmit,
in accordance with Section 313(c) of the Trust Indenture Act, a brief report dated as of such July 15 with respect to any of the
events specified in said Section 313(a) and Section 313(b)(2) of the Trust Indenture Act that may have occurred since the later
of the immediately preceding July 15 and the date of this Indenture.


 


(2)          The Trustee will transmit the reports required by Section 313(a) of
the Trust Indenture Act at the times specified therein.


 


(3)          Reports under this Section will be transmitted in the manner and to
the Persons required by Section 313(c) and Section 313(d) of the Trust Indenture Act.


 


Section
604         Reports by Company.


 


(1)       The
Company, in accordance with Section 314(a) of the Trust Indenture

Act, will:


 


(a)              
file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) that the Company may be required to file with the Commission in accordance with
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports in
accordance with either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports that
may be required in accordance with Section 13 of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations;


 






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(b)             
file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission,
such additional certificates, information, documents and reports with respect to compliance by the Company with the conditions
and covenants of this Indenture as may be required from time to time by such rules and regulations; and


 


(c)              
transmit to the Holders within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided
in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by
the Company in accordance with paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from
time to time by the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).


 


(2)       The
Company intends to file the reports referred to in Section 604(1) with the Commission in electronic form in accordance with Regulation
S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval system. Compliance with the
foregoing, or any successor electronic system approved by the Commission, will constitute delivery by the Company of such reports
to the Trustee and Holders in compliance with the provision of Section 604(1) and Trust Indenture Act Section 314(a). Notwithstanding
anything to the contrary herein, the Trustee will have no duty to search for or obtain any electronic or other filings that the
Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of the
reports, information and documents to the Trustee in accordance with this Section 604(2) will be solely for the purposes of compliance
with Section 604(1) and with Trust Indenture Act Section 314(a). The Trustee’s receipt of such reports, information and documents
is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall
have no liability or responsibility for the filing, content or timelines of any report hereunder aside from any report reported
under Section 603 hereof.


 


ARTICLE
VII

SUCCESSORS


 


Section
701         Merger, Consolidation or Sale of
All or Substantially All Assets.


 


The
Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell,
assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless:


 


(1)          either the Company will be the continuing Person (in the case of a
merger), or the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or
which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the
Company will be a corporation organized and existing under the laws of the United States, any state thereof or the District of
Columbia and will expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental
hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of, and interest on, all the Outstanding Subordinated Notes and the due and punctual performance and observance
of every obligation in this Indenture and the Outstanding Subordinated Notes on the part of the Company to be performed or observed;


 






    	 	57	 



     


    

 


(2)          immediately after giving effect to such transaction and treating any
indebtedness that becomes an obligation of the Company or any Subsidiary as a result of that transaction as having been incurred
by the Company or any Subsidiary at the time of the transaction, no Event of Default, and no event which, after notice or lapse
of time, or both, would become an Event of Default, will have occurred and be continuing;


 


(3)          if, as a result of any such consolidation or merger or such conveyance,
transfer or lease, such properties or assets would become subject to a mortgage, pledge, lien, security interest or other encumbrance
which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps
as shall be necessary effectively to secure the Subordinated Notes equally and ratably with (or prior to) all indebtedness secured
thereby and such encumbrances shall be deemed to be permitted by this Indenture; and


 


(4)          either the Company or the successor Person will have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment,
transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have
been complied with.


 


For
purposes of the foregoing, any sale, assignment, transfer. lease or other conveyance of all or any of the properties and
assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties
and assets were directly owned by the Company, would constitute all or substantially all of the Company’s properties and
assets, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.


 


Section
702         Successor Person Substituted for
Company.


 


Upon
any consolidation by the Company with or merger of the Company into any other Person or any sale, assignment, transfer,
lease or conveyance of all or substantially all of the properties and assets of the Company to any Person in accordance with Section
701, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer,
lease or other conveyance is made will succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been named as the Company herein; and thereafter, except
in the case of a lease, the predecessor Person will be released from all obligations and covenants under this Indenture and the
Subordinated Notes.


 






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ARTICLE
VIII

SUPPLEMENTAL INDENTURES


 


Section
801         Supplemental Indentures without
Consent of Holders.


 


Without
the consent of any Holders of Subordinated Notes, the Company (when authorized by or in accordance with a Board Resolution)
and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, for any of the following purposes:


 


(1)          to evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company contained herein and in the Subordinated Notes;


 


(2)          to add to the covenants of the Company for the benefit of the Holders
(as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the
Company with respect to the Subordinated Notes issued under this Indenture (as will be specified in such supplemental indenture
or indentures);


 


(3)          to permit or facilitate the issuance of Subordinated Notes in uncertificated
or global form, provided any such action will not adversely affect the interests of the Holders;


 


(4)          to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Subordinated Notes and to add to or change any of the provisions of this Indenture as
will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, in accordance
with the requirements of Section 510;


 


(5)          to cure any ambiguity or to correct or supplement any provision herein
that may be defective or that may be inconsistent with any other provision herein;


 


(6)          to make any other provisions with respect to matters or questions arising
under this Indenture that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes;


 


(7)          to add any additional Events of Default (as will be specified in such
supplemental indenture);


 


(8)          to supplement any of the provisions of this Indenture to such extent
as will be necessary to permit or facilitate the Legal Defeasance, Covenant Defeasance and/or satisfaction and discharge of the
Subordinated Notes in accordance with Article III, provided that any such action will not adversely affect the interests of any
Holder;


 


(9)          to provide for the issuance of Exchange Notes;


 






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(10)        to conform any provision in this Indenture to the requirements of the
Trust Indenture Act; or


 


(11)        to make any change that does not adversely affect the legal rights
under this Indenture of any Holder.


 


Section
802         Supplemental Indentures with Consent
of Holders.


 


With the consent of
the Holders of not less than a majority in aggregate principal amount of the Outstanding Subordinated Notes, by Act of said Holders
delivered to the Company and the Trustee, the Company (when authorized by or in accordance with a Board Resolution), and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of the Subordinated Notes or of modifying in any manner the rights of
the Holders under this Indenture; provided, that no such supplemental indenture, without the consent of the Holder of each Outstanding
Subordinated Note affected thereby, will


 


(1)          reduce the rate of or change the time for payment of interest, including
Defaulted Interest, on any Subordinated Notes;


 


(2)          reduce the principal of or change the Stated Maturity of any Subordinated
Notes, or change the date on which any Subordinated Notes may be subject to redemption or reduce the Redemption Price therefore;


 


(3)          make any Subordinated Note payable in money other than Dollars;


 


(4)          make any change in provisions of this Indenture protecting the right
of each Holder to receive payment of principal of and interest on such Subordinated Note on or after the due date thereof or to
bring suit to enforce such payment,


 


(5)          reduce the percentage in principal amount of the Outstanding Subordinated
Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided
for in Section 412 or Section 906 of this Indenture, or


 


(6)          modify any of the provisions of this Section 802, Section 412 or Section
906, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Subordinated Note affected thereby.


 


It will not be necessary
for any Act of Holders under this Section 802 to approve the particular form of any proposed supplemental indenture, but it will
be sufficient if such Act will approve the substance thereof.


 






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Section
803         Execution of Supplemental Indentures.


 


As
a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article
VIII or the modifications thereby of the trust created by this Indenture, the Trustee will be entitled to receive, and (subject
to Section 501) will be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel to the effect
that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture
has been duly authorized, executed and delivered by, and is a valid, binding and enforceable obligation of, the Company, subject
to customary exceptions. The Trustee may, but will not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section
804         Effect of Supplemental Indentures.


 


Upon
the execution of any supplemental indenture under this Article VIII, this Indenture will be modified in accordance therewith,
and such supplemental indenture will form a part of this Indenture for all purposes; and every Holder theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


 


Section
805         Reference in Subordinated Notes
to Supplemental Indentures.


 


Subordinated
Notes authenticated and delivered after the execution of any supplemental indenture in accordance with this Article VIII may, and
will if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental
indenture. If the Company will so determine, new Subordinated Notes so modified as to conform, in the opinion of the Company, to
any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for Outstanding Subordinated Notes.


 


Section
806         Effect on Senior Indebtedness.


 


No
supplemental indenture will directly or indirectly modify or eliminate the Subordination Provisions or the definition of
 “Senior Indebtedness” applicable with respect to the Subordinated Notes in any manner that might terminate or impair
the subordination of such Subordinated Notes to such Senior Indebtedness without the prior written consent of each of the holders
of such Senior Indebtedness,


 


Section
807         Conformity with Trust Indenture
Act.


 


Every
supplemental indenture executed in accordance with this Article will conform to the requirements of the Trust Indenture
Act as then in effect.


 


ARTICLE
IX

COVENANTS


 


Section
901         Payment of Principal and Interest.


 


The
Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of, and interest
on, the Subordinated Notes, in accordance with the terms thereof and this Indenture. Principal and interest will be considered
paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m., Eastern time,
on any Interest Payment Date, an amount in immediately available funds provided by the Company that is designated for and sufficient
to pay all principal and interest then due. The Company will pay all Additional Interest, if any, on the dates and in the amounts
set forth in the Registration Rights Agreement.


 






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If
Additional Interest is payable by the Company in accordance with the Registration Rights Agreement, the Company will deliver
to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date
on which such Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives such a certificate
or instruction or direction from the Holders in accordance with the terms of this Indenture, the Trustee may assume without inquiry
that no Additional Interest is payable. The foregoing will not prejudice the rights of the Holders with respect to their entitlement
to Additional Interest as otherwise set forth in this Indenture or the Subordinated Notes and pursuing any action against the Company
directly or otherwise directing the Trustee to take such action in accordance with the terms of this Indenture and the Subordinated
Notes. If the Company has paid Additional Interest directly to persons entitled to it, the Company will deliver to the Trustee
a certificate setting forth the particulars of such payment.


 


Section
902         Maintenance of Office.


 


The
Company will maintain an office or agency in the City of Hattiesburg, Mississippi (which may be an office of the Trustee
or an Affiliate of the Trustee or Registrar) where Subordinated Notes may be surrendered for registration of transfer or for exchange
and where notices and demands to or upon the Company in respect of the Subordinated Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.
If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


The
Company may also from time to time designate one or more other offices or agencies where the Subordinated Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation
or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the City of Hattiesburg,
Mississippi. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.


 


The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 902.


 


Section
903         Money for Subordinated Notes Payments
to Be Held in Trust.


 


If
the Company will at any time act as its own Paying Agent, it will, on or before each due date of the principal of, or interest
on, any of the Subordinated Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in Dollars
sufficient to pay the principal and interest, as the case may be, so becoming due until such sums will be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.


 






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Whenever
the Company will have one or more Paying Agents, it will, on or prior to each due date of the principal of, or interest
on, any Subordinated Notes, deposit with any Paying Agent a sum in Dollars sufficient to pay the principal and interest, as the
case may be, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 


The
Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent will agree with the Trustee, subject to the provisions of this Section that such Paying Agent will:


 


(1)              
hold all sums held by it for the payment of the principal of, or interest
on, the Subordinated Notes in trust for the benefit of the Persons entitled thereto until such sums will be paid to such Persons
or otherwise disposed of as provided in or under this Indenture;


 


(2)              
give the Trustee notice of any default by the Company in the making
of any payment of principal, or interest on, the Subordinated Notes; and


 


(3)              
at any time during the continuance of any such default, upon the written
request of the Trustee, pay to the Trustee all sums so held in trust by such Paying Agent.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent will be released from all further
liability with respect to such sums.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of, or interest on, any Subordinated Note and remaining unclaimed for two years after such principal or interest will have become
due and payable will be paid to the Company upon a Company Request, or (if then held by the Company) will be discharged from such
trust; and the Holder of such Subordinated Note will thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may, not later than 30 days after the Company’s request for such repayment, at the expense of
the Company cause to be published once, in an Authorized Newspaper in each Place of Payment or to be delivered to such Holders
of Subordinated Notes, or both, notice that such money remains unclaimed and that, after a date specified therein, which will not
be less than 30 days from the date of such publication or delivery nor will it be earlier than two years after such principal and
or interest will have become due and payable, any unclaimed balance of such money then remaining will be repaid to the Company,
subject to any applicable escheatment laws.


 






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Section
904         Corporate Existence.


 


Subject to Article
VII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect (i) the corporate
existence of the Company, (ii) the existence (corporate or other) of each Significant Subsidiary and (iii) the rights (charter
and statutory), licenses and franchises of the Company and each of its Significant Subsidiaries; provided, however, that the Company
will not be required to preserve the existence (corporate or other) of any of its Significant Subsidiaries or any such right, license
or franchise of the Company or any of its Significant Subsidiaries if the Board of Directors of the Company determines that the
preservation thereof is no longer desirable in the conduct of the business of the Company and its Significant Subsidiaries taken
as a whole and that the loss thereof will not be disadvantageous in any material respect to the Holders.


 


Section
905         Maintenance of Properties.


 


The
Company will, and will cause each Significant Subsidiary to, cause all its properties used or useful in the conduct of its business
to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section will prevent the Company or any Significant Subsidiary from discontinuing
the operation and maintenance of any of their respective properties if such discontinuance is, in the judgment of the Board of
Directors of the Company or of any Significant Subsidiary, as the case may be desirable in the conduct of its business.


 


Section
906         Waiver of Certain Covenants.


 


The
Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 902 to
Section 905, inclusive, with respect to the Subordinated Notes if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Subordinated Notes, by Act of such Holders, either will waive such compliance in
such instance or generally will have waived compliance with such term, provision or condition, but no such waiver will extend to
or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver will become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition will remain in
full force and effect.


 


Section
907         Company Statement as to Compliance.


 


The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate covering
the preceding calendar year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture (without regard to notice requirements or
periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which
he or she may have knowledge.


 






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Section
908         Tier 2 Capital.


 


If all or any portion
of the Subordinated Notes ceases to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated
debt during the five (5) years immediately preceding the Stated Maturity of the Subordinated Notes, Company will immediately notify
the Trustee, the Holders, and thereafter Company shall request, subject to the terms hereof, that the Trustee and the Holders execute
and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced
by the Subordinated Notes to qualify as Tier 2 Capital. Nothing contained in this Section 908 shall limit the Company’s right
to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 1001(3) hereof.


 


Section
909         Dividends.


 


The Company shall not
declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company, except
for dividends payable solely in shares of Common Stock or in such amounts as permitted by applicable regulations and only upon
receipt of any required regulatory approval, if either of the Company or any Subsidiary are not “well capitalized”
pursuant to then-applicable regulatory capital standards, both immediately prior to the declaration of such dividend or distribution
and after giving effect to the payment of such dividend or distribution.


 


ARTICLE
X

REDEMPTION OF SECURITIES


 


Section
1001     Applicability of Article.


 


(1)              
Except as provided in this Section 1001, the Subordinated Notes are
not subject to redemption at the option of the Company. The Subordinated Notes are not subject to redemption at the option of the
Holders.


 


(2)              
Subject to the receipt of any required regulatory approvals with corresponding
written notice to the Trustee, the Company may, at its option, on any Interest Payment Date occurring on or after October 1, 2025,
redeem all or a portion of the Subordinated Notes.


 


(3)              
Subject to the receipt of any required regulatory approvals, the Company
may, at its option, redeem all, but not a portion, of the Outstanding Subordinated Notes at any time upon an Investment Company
Event, a Tax Event or a Tier 2 Capital Event.


 


(4)              
The Redemption Price with respect to any redemption permitted under
this Indenture will be equal to 100% of the principal amount of the Subordinated Notes to be redeemed, plus accrued but unpaid
interest and Additional Interest, if any, thereon to, but excluding, the Redemption Date.


 






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Section
1002     Election to Redeem; Notice to Trustee.


 


The
election of the Company to redeem any Subordinated Notes will be evidenced by an Officers’ Certificate delivered to
the Trustee at least ten (10) Business Days (unless a shorter period will be acceptable to the Trustee) before notice of redemption
is mailed or caused to be mailed to the applicable Holders pursuant to Section 1004 hereof setting forth (a) the paragraph or subparagraph
of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (b) the Redemption Date, (c) the principal
amount of the Subordinated Notes to be redeemed and (d) the Redemption Price; provided however, in case of any redemption of less
than all of the Subordinated Notes, the Company will, at least 60 days prior to the Redemption Date fixed by the Company (unless
a shorter notice will be satisfactory to the Trustee, but in any event not less than 45 days prior to the Redemption Date), provide
such Officer’s Certificate to the Trustee.


 


In
the case of any redemption of Subordinated Notes (i) prior to the expiration of any restriction on such redemption provided
in the terms of such Subordinated Notes or elsewhere in this Indenture or (ii) in accordance with an election of the Company that
is subject to a condition specified in the terms of such Subordinated Notes or elsewhere in this Indenture, the Company will furnish
to the Trustee an Officers’ Certificate evidencing compliance with such restriction or condition.


 


Section
1003     Selection by Trustee of Subordinated Notes to be Redeemed.


 


If
less than all of the Subordinated Notes are to be redeemed, the particular Subordinated Notes to be redeemed will be selected
not more than 45 days prior to the Redemption Date by the Trustee from the Outstanding Subordinated Notes not previously called
for redemption (a) on a pro rata basis to the extent practicable or (b) by lot or such other similar method in accordance with
the procedures of the Depositary; provided, however, that no such partial redemption will reduce the portion of the principal amount
of a Subordinated Note not redeemed to less than the minimum denomination for a Subordinated Note established in or under this
Indenture.


 


The Trustee will promptly
notify the Company and the Registrar (if other than itself) in writing of the Subordinated Notes selected for redemption and, in
the case of any Subordinated Notes selected for partial redemption, the principal amount thereof to be redeemed.


 


For all purposes of
this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Subordinated Notes will relate,
in the case of any Subordinated Notes redeemed or to be redeemed only in part, to the portion of the principal of such Subordinated
Notes which has been or is to be redeemed.


 


Section
1004     Notice of Redemption.


 


Notice
of redemption will be given in the manner provided in Section 105, not less than 30 nor more than 60 days prior to the Redemption
Date to the Holders of Subordinated Notes to be redeemed. Failure to give notice by delivering in the manner herein provided to
the Holder of any Subordinated Notes designated for redemption as a whole or in part, or any defect in the notice to any such Holder,
will not affect the validity of the proceedings for the redemption of any other Subordinated Notes or portions thereof.


 


Any
notice that is delivered to the Holder of any Subordinated Notes in the manner herein provided will be conclusively presumed
to have been duly given, whether or not such Holder receives the notice.


 






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All notices of redemption
will state:


 


(1)              
the Redemption Date,


 


(2)              
the Redemption Price,


 


(3)              
if less than all Outstanding Subordinated Notes are to be redeemed,
the identification (and, in the case of partial redemption, the principal amount) of the particular Subordinated Note or Subordinated
Notes to be redeemed,


 


(4)              
that, in case any Subordinated Note is to be redeemed in part only,
on and after the Redemption Date, upon surrender of such Subordinated Note, the Holder of such Subordinated Note will receive,
without charge, a new Subordinated Note or Subordinated Notes of authorized denominations for the principal amount thereof remaining
unredeemed,


 


(5)              
that, on the Redemption Date, the Redemption Price will become due
and payable upon each such Subordinated Note or portion thereof to be redeemed, together (if applicable) with accrued and unpaid
interest and Additional Interest, if any, thereon (subject, if applicable, to the provisions of the first paragraph of Section
1006), and, if applicable, that interest thereon will cease to accrue on and after said date,


 


(6)              
the place or places where such Subordinated Notes are to be surrendered
for payment of the Redemption Price and any accrued interest pertaining thereto, and


 


(7)              
the section hereunder providing for such redemption.


 


The
notice of redemption shall include the CUSIP number reference numbers of such Subordinated Notes, if any (or any other numbers
used by a Depositary to identify such Subordinated Notes).


 


Section
1005     Deposit of Redemption Price.


 


On or prior to 10:00
a.m., Eastern time, on any Redemption Date, the Company will deposit, with respect to the Subordinated Notes called for redemption
in accordance with Section 1004, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 903) an amount sufficient to pay the Redemption Price of, and (except if the
Redemption Date will be an Interest Payment Date) any accrued interest on, all such Subordinated Notes or portions thereof which
are to be redeemed on that date.


 


Section
1006     Subordinated Notes Payable on Redemption Date.


 


Notice
of redemption having been given as provided above, the Subordinated Notes so to be redeemed will, on the Redemption Date,
become due and payable at the Redemption Price therein specified, together with accrued and unpaid interest and Additional Interest,
if any, thereon and from and after such date (unless the Company will default in the payment of the Redemption Price and accrued
interest, if any) such Subordinated Notes will cease to bear interest. Upon surrender of any such Subordinated Note for redemption
in accordance with said notice, such Subordinated Note will be paid by the Company at the Redemption Price, together with any accrued
and unpaid interest and Additional Interest, if any, thereon to but excluding the Redemption Date; provided, however, that installments
of interest on Subordinated Notes whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of
such Subordinated Notes registered as such at the close of business on the Regular Record Dates therefor according to their terms
and the provisions of Section 210.


 






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If
any Subordinated Note called for redemption will not be so paid upon surrender thereof for redemption, the principal, until
paid, will bear interest from the Redemption Date at the rate prescribed therefor in the Subordinated Note or, if no rate is prescribed
therefor in the Subordinated Note, at the rate of interest, if any, borne by such Subordinated Note.


 


Section
1007     Subordinated Notes Redeemed in Part.


 


Any
Subordinated Note which is to be redeemed only in part will be surrendered at any office or agency for such Subordinated
Note (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company
will execute and the Trustee will authenticate and deliver to the Holder of such Subordinated Note without service charge, a new
Subordinated Note or Subordinated Notes, containing identical terms and provisions, of any authorized denomination as requested
by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Subordinated
Note so surrendered. If a Global Subordinated Note is so surrendered, the Company will execute, and the Trustee will authenticate
and deliver to the Depositary for such Global Subordinated Note as will be specified in the Company Order with respect thereto
to the Trustee, without service charge, a new Global Subordinated Note in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Global Subordinated Note so surrendered.


 


Upon
surrender of a Subordinated Note that is redeemed in part, the Company will issue and the Trustee will authenticate for
the Holder at the expense of the Company a new Subordinated Note equal in principal amount to the unredeemed portion of the Subordinated
Note surrendered representing the same indebtedness to the extent not redeemed. Notwithstanding anything in this Indenture to the
contrary, only a Company Order and not an Opinion of Counsel or an Officers’ Certificate of the Company is required for the
Trustee to authenticate such new Subordinated Note.


 


ARTICLE
XI

SUBORDINATION OF SECURITIES


 


Section
1101     Agreement to Subordinate.


 


The
Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Subordinated Notes by the Holder’s
acceptance thereof, likewise covenants and agrees, that the payment of the principal of and interest on each and all of the Subordinated
Notes is and will be expressly subordinated in right of payment to the prior payment in full of all Senior Indebtedness.


 






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Section
1102     Distribution of Assets.


 


(1)              
Upon any distribution of assets of the Company upon any termination,
winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings
or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise
(subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred upon
the Senior Indebtedness and the holders thereof with respect to the Subordinated Notes and the Holders thereof by a lawful plan
of reorganization under applicable bankruptcy law):


 


(a)              
holders of all Senior Indebtedness will first be entitled to receive payment in full in accordance with the terms of such
Senior Indebtedness of the principal thereof, premium, if any, and the interest due thereon (including interest accruing subsequent
to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency
or similar law now or hereafter in effect) before the Holders of the Subordinated Notes are entitled to receive any payment upon
the principal of or interest on indebtedness evidenced by the Subordinated Notes;


 


(b)              
any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
to which the Holders would be entitled except for the provisions of this Article XI, including any such payment or distribution
that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the
payment of the Subordinated Notes, will be paid by the liquidating trustee or agent or other Person making such payment or distribution,
whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness
or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, in accordance with the priorities then existing among holders of Senior Indebtedness
for payment of the aggregate amounts remaining unpaid on account of the principal, premium, if any, and interest (including interest
accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect) on the Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment
or distribution to the holders of such Senior Indebtedness; it being understood that if the Holders fail to file a proper claim
in the form required by any proceeding referred to in this Section 1102(1)(b) prior to 30 days before the expiration of the time
to file such claim or claims, then the holders of Senior Indebtedness are hereby authorized to file an appropriate claim or claims
for and on behalf of the Holders, in the form required in any such proceeding; and


 


(c)              
in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any such payment or distribution that may be payable or deliverable by reason
of the payment of any other indebtedness of the Company being subordinate to the payment of the Subordinated Notes will be received
by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution will be paid over to
the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment of assets of
the Company for all Senior Indebtedness remaining unpaid until all such Senior Indebtedness will have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


 






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(2)              
Subject to the payment in full of all Senior Indebtedness, the Holders
will be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the principal of and interest on the Subordinated Notes will
be paid in full and no such payments or distributions to holders of such Senior Indebtedness to which the Holders would be entitled
except for the provisions hereof of cash, property or securities otherwise distributable to the holders of Senior Indebtedness
will, as between the Company, its creditors, other than the holders of Senior Indebtedness, and the Holders, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness. It is understood that the provisions of this Article XI are
intended solely for the purpose of defining the relative rights of the Holders of the Subordinated Notes, on the one hand, and
the holders of Senior Indebtedness, on the other hand. Nothing contained in this Article XI or elsewhere in this Indenture or any
supplemental indenture issued in accordance with Article VIII of this Indenture or in the Subordinated Notes is intended to or
will impair, as between the Company, its creditors, other than the holders of Senior Indebtedness, and the Holders, the obligation
of the Company, which is unconditional and absolute, to pay to the Holders the principal of and interest on the Subordinated Notes
as and when the same will become due and payable in accordance with their terms or to affect the relative rights of the Holders
and creditors of the Company, other than the holders of the Senior Indebtedness, nor, except as otherwise expressly provided in
this Indenture and the Subordinated Notes with respect to the limitation on the rights of the Trustee and the Holders, to accelerate
the maturity of the Subordinated Notes and pursue remedies upon such an acceleration, will anything herein or in the Subordinated
Notes prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon any Event of Default
under the Indenture occurring, subject to the rights, if any, under this Article XI of the holders of Senior Indebtedness, in respect
of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution
of assets of the Company referred to in this Article XI, the Trustee and the Holders will be entitled to rely upon any order or
decree of a court of competent jurisdiction in which such termination, winding up, liquidation or reorganization proceeding is
pending or upon a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to
the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount hereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XI. In the absence of any such liquidating trustee, agent or other
person, the Trustee will be entitled to rely upon a written notice by a Person representing itself to be a holder of Senior Indebtedness
(or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is
such a trustee or representative). If the Trustee determines, in good faith, that further evidence is required with respect to
the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or distribution in accordance with this
Article XI, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment
or distribution, and as to other facts pertinent to the rights of such Person under this Article XI, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive
such payment.


 


With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants
and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders
of Senior Indebtedness will be read into this Indenture against the Trustee. The Trustee, however, will not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness by reason of the execution of this Indenture, or any other supplemental indenture
entered into in accordance with Article VIII of this Indenture, and will not be liable to any such holders if it will in good faith
mistakenly pay over or distribute to or on behalf of the Holders or the Company moneys or assets to which any holders of Senior
Indebtedness will be entitled by virtue of this Article XI or otherwise.


 






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Section
1103     Default With Respect to Senior Indebtedness.


 


In
the event and during the continuation of any default in the payment of principal of, or premium, if any, or interest on, any Senior
Indebtedness, beyond any applicable grace period, or if any event of default with respect to any Senior Indebtedness will
have occurred and be continuing, or would occur as a result of the payment referred to hereinafter, permitting the holders of such
Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until
such default or event of default will have been cured or waived or will have ceased to exist, no payment or principal of or interest
on the Subordinated Notes, or in respect of any retirement, purchase or other acquisition of any of the Subordinated Notes, will
be made by the Company.


 


Section
1104     No Impairment.


 


Nothing contained in
this Indenture, any other supplemental indenture entered into in accordance with Article VIII of this Indenture, or in any of the
Subordinated Notes will: (i) impair, as between the Company and the Holders, the obligations of the Company, to make, or prevent
the Company from making, at any time except as provided in Section 1102 and Section 1103, payments of principal of, or interest
(including interest accruing subsequent to the commencement of any proceeding for the bankruptcy or reorganization of the Company
under any applicable bankruptcy, insolvency, or similar law now or hereafter in effect) on, the Subordinated Notes, as and when
the same will become due and payable in accordance with the terms of the Subordinated Notes; (ii) affect the relative rights of
the Holders and creditors of the Company other than the holders of the Senior Indebtedness; (iii) except as otherwise expressly
provided in this Indenture and the Subordinated Notes with respect to the limitation on the rights of the Trustee and the Holders,
to accelerate the maturity of the Subordinated Notes and pursue remedies upon such an acceleration, prevent the Holder of any Subordinated
Notes or the Trustee from exercising all remedies otherwise permitted by applicable law upon default thereunder, subject to the
rights, if any, under this Article XI of the holders of Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of such remedy; or (iv) prevent the application by the Trustee or any Paying Agent of any moneys deposited
with it hereunder to the payment of or on account of the principal of, or interest on, the Subordinated Notes or prevent the receipt
by the Trustee or any Paying Agent of such moneys, if, prior to the third Business Day prior to such deposit, the Trustee or such
Paying Agent did not have written notice of any event prohibiting the making of such deposit by the Company.


 


Section
1105     Effectuation of Subordination Provisions.


 


Each
Holder by his acceptance of any Notes authorizes and expressly directs the Trustee on such Holder’s behalf to take
such action as may be necessary or appropriate to effectuate the Subordination Provisions, and appoints the Trustee such Holder’s
attorney-in-fact for such purposes, including, in the event of any termination, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit
of creditors by the Company, a marshalling of the assets and liabilities of the Company or otherwise) tending toward the liquidation
of the property and assets of the Company, the filing of a claim for the unpaid balance of the Subordinated Notes in the form required
in those proceedings.


 






    71


     


    

 


Section
1106     Notice to Trustee.


 


The Company will give
prompt written notice to the Trustee of any fact known to the Company that would prohibit the Company from making any payment to
or by the Trustee in respect of the Subordinated Notes in accordance with the provisions of this Article XI. The Trustee will not
be charged with the knowledge of the existence of any default or event of default with respect to any Senior Indebtedness or of
any other facts that would prohibit the making of any payment to or by the Trustee or any Paying Agent unless and until the Trustee
will have received notice in writing at its Corporate Trust Office to that effect signed by an Authorized Officer, or by a holder
of Senior Indebtedness or a Trustee or agent thereof; and prior to the receipt of any such written notice, the Trustee will, subject
to Article V of this Indenture, be entitled to assume that no such facts exist; provided that, if the Trustee will not have received
the notice provided for in this Section 1106 at least two Business Days prior to the date upon which, by the terms of the Indenture,
any monies will become payable for any purpose (including, without limitation, the payment of the principal of or interest on any
Subordinated Note), then, notwithstanding anything herein to the contrary, the Trustee will have full power and authority to receive
any monies from the Company and to apply the same to the purpose for which they were received, and will not be affected by any
notice to the contrary that may be received by it on or after such prior date except for an acceleration of the Subordinated Notes
prior to such application. The foregoing will not apply if the Paying Agent is the Company. The Trustee will be entitled to rely
on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Senior Indebtedness
(or a trustee on behalf of, or agent of, such holder) to establish that such notice has been given by a holder of such Senior Indebtedness
or a trustee or agent on behalf of any such holder.


 


In
the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution in accordance with this Article XI, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XI and, if such evidence is not furnished to the Trustee, the Trustee
may defer any payment to such Person pending such evidence being furnished to the Trustee or a judicial determination that such
Person has the right to receive such payment.


 


Section
1107     Trustee Knowledge of Senior Indebtedness.


 


Notwithstanding
the provisions of this Article XI or any other provisions of this Indenture or any other supplemental indenture issued in
accordance with Article VIII of this Indenture, neither the Trustee nor any Paying Agent will be charged with knowledge of the
existence of any Senior Indebtedness or of any event that would prohibit the making of any payment of moneys to or by the Trustee
or such Paying Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent will have received written notice
thereof from the Company or from the holder of any Senior Indebtedness or from the representative of any such holder.


 






    72


     


    

 


Section
1108     Senior Indebtedness to Trustee.


 


The
Trustee will be entitled to all of the rights set forth in this Article XI in respect of any Senior Indebtedness at any
time held by it in its individual capacity to the same extent as any other holder of such Senior Indebtedness, and nothing in this
Indenture or any other supplemental indenture issued in accordance with Article VIII of this Indenture will be construed to deprive
the Trustee of any of its rights as such holder.


 


Section
1109     Subordination Not Applicable to Trustee Compensation.


 


Nothing
contained in this Article XI will apply to the claims of, or payments to, the Trustee under Section 507 of this Indenture.


 


The Trustee hereby
accepts the trusts in this Indenture upon the terms and conditions set forth herein.


 


[Signature Page Follows]


 






    73


     


    




 


IN WITNESS WHEREOF,
the parties hereto have caused this Indenture to be duly signed as of the date first written above.


  


	 	The
                                         First Bancshares, Inc.
	 	 	 
	 	By:	 
	 	Name:    	Donna T. (Dee Dee) Lowery
		Title:	Executive Vice President and Chief Financial Officer



  





	 	U.S. Bank National Association,
    as Trustee
	 	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 



 


Signature Page to Indenture


 









    


     


    

 



 


EXHIBIT A-1


 


FORM OF DEFINITIVE SUBORDINATED NOTE


 


THE FIRST BANCSHARES, INC.


 


4.25% FIXED TO FLOATING RATE SUBORDINATED
NOTE DUE 2030


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION
STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON THAT YOU REASONABLY BELIEVE
TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY
BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS OR BLUE SKY LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.


 


THE SECURITY AND THE OBLIGATIONS OF THE
COMPANY AS EVIDENCED BY THIS SUBORDINATED NOTE (1) ARE NOT A DEPOSIT AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND AND (2) ARE SUBORDINATE IN THE RIGHT OF PAYMENT TO ALL SENIOR INDEBTEDNESS (AS
DEFINED IN THE INDENTURE IDENTIFIED HEREIN).


 






    	 	A-1-1	 



     


    

 


CERTAIN ERISA CONSIDERATIONS:


 


THE HOLDER OF THIS SUBORDINATED NOTE, OR
ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
(EACH, A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED NOTE
OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE
AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE
DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER: (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR PLANS, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF SUCH EMPLOYEE BENEFIT PLAN OR PLANS
TO FINANCE SUCH PURCHASE OR (II) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


 


ANY
FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT WITH HIS
OR HER LEGAL COUNSEL PRIOR TO ACQUIRING THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN.


 






    	 	A-1-2	 



     


    

 







	No. [●]	CUSIP Accredited Investors: 318916 AD5 / US318916AD53
	 	CUSIP QIBs: 318916 AC7 / US318916AC70



 


THE FIRST BANCSHARES, INC.


 


4.25% FIXED TO FLOATING
RATE SUBORDINATED NOTE DUE 2030


 


 1.                       Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of The First Bancshares,
Inc., a Mississippi corporation (the “Company”), designated as the “4.25% Fixed to Floating Rate Subordinated
Notes due 2030” (the “Subordinated Notes”) in an aggregate principal amount of $65 million and initially
issued on September 25, 2020. The Company has issued this Subordinated Note under that certain
Indenture dated as of September 25, 2020, as the same may be amended or supplemented
from time to time (“Indenture”), between the Company and U.S. Bank National Association,
as Trustee (the “Trustee”). All capitalized terms not otherwise defined in this Subordinated Note will have
the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).
This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust
Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with
the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.


 


2.                       Payment. The Company, for value received, promises to pay to [ ], or its registered assigns (the “Holder”),
the principal sum of [ ] Dollars (U.S.) ($[ ]), plus accrued but unpaid interest on October 1, 2030 (the “Stated Maturity”)
and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes, or from the most recent date
to which interest has been paid or duly provided for, to but excluding October 1, 2025 or the earlier redemption date contemplated
by Section 5 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 4.25% per
annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on April
1 and October 1 of each year (each payment date, a “Fixed Interest Payment Date”), beginning April 1, 2021,
and (ii) from and including October 1, 2025 to but excluding the Stated Maturity or earlier redemption date contemplated by Section
5 (Redemption) of this Subordinated Note (the “Floating Rate Period”), at the rate per annum, reset quarterly,
equal to the Floating Interest Rate determined on the Floating Interest Determination Date of the applicable Floating Rate Interest
Period (as defined below)(provided that in the event that the Floating Interest Rate for the applicable Floating Rate Interest
Period (as defined below) is less than zero, the Floating Interest Rate for such Floating Rate Interest Period (as defined below)
shall be deemed to be zero), plus 412.6 basis points, computed on the basis of a 360-day year and the actual number of days elapsed
and payable quarterly in arrears (each three-month period, a “Floating Rate Interest Period”) on January 1,
April 1, July 1 and October 1 of each year (each payment date, a “Floating Interest Payment Date”). Any payment
of principal of or interest on this Subordinated Note that would otherwise become due and payable on a day which is not a Business
Day shall become due and payable on the next succeeding Business Day, with the same force and effect as if made on the date for
payment of such principal or interest, and no interest will accrue in respect of such payment for the period after such day; provided,
that in the event that any scheduled Floating Interest Payment Date falls on a day that is not a Business Day and the next succeeding
Business Day falls in the next succeeding calendar month, such Floating Interest Payment Date will be accelerated to the immediately
preceding Business Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but
excluding, such Business Day. Dollar amounts resulting from interest calculations will be rounded to the nearest cent, with one
half cent being rounded upward. The Company will pay all Additional Interest, if any, on the dates and in the amounts set forth
in the Registration Rights Agreement.


 






    	 	A-1-3	 



     


    

 


The Company will pay
interest on this Subordinated Note to the Person who is the registered Holder as of the close of business on the Regular Record
Date for the relevant Interest Payment Date, except as provided in Section 210 of the Indenture with respect to Defaulted Interest.
This Subordinated Note will be payable as to principal and interest at the office or agency of the Paying Agent, or, at the option
of the Company, payment of interest may be made by check delivered to the Holder at its address set forth in the Subordinated Note
Register or by wire transfer to an account appropriately designated by the Person entitled to payment; provided, that the Paying
Agent will have received written notice of such account designation at least five Business Days prior to the date of such payment
(subject to surrender of this Subordinated Note in the case of a payment of interest at Maturity).


 


3.            Paying Agent and Registrar. U.S. Bank National Association, the Trustee under the Indenture, will act
as the initial Paying Agent and Registrar through its offices presently located at Two Midtown Plaza, 1349 W. Peachtree Street,
Suite 1050, Atlanta, Georgia 30309. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.


 


4.            Subordination. The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof
and interest thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment
to obligations of the Company constituting the Senior Indebtedness (as defined in the Indenture) on the terms and subject to the
terms and conditions as provided and set forth in Article XI of the Indenture and will rank pari passu in right of payment
with all other Subordinated Notes and pari passu in the event of any insolvency proceeding, dissolution, assignment for
the benefit of creditors, reorganization, restructuring of debt, marshalling of assets and liabilities or similar proceeding or
any liquidation or winding up of the Company, with all other present or future unsecured subordinated debt obligations of the
Company (including, for the avoidance of doubt, the Existing Subordinated Notes), except any unsecured subordinated debt that,
pursuant to its express terms, is subordinate in right of payment to this Subordinated Note . The Holder, by the acceptance of
this Subordinated Note, agrees to and will be bound by such provisions of the Indenture and authorizes and directs the Trustee
on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.


 


		5.	Redemption.



 


(a)       Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be redeemable by the Company in whole or
in part prior to October 1, 2025, except in the event of: (i) a Tier 2 Capital Event; (ii) a Tax Event; or (iii) an Investment
Company Event. Upon the occurrence of a Tier 2 Capital Event, a Tax Event or an Investment Company Event, subject to Section
5(f) below, the Company may redeem this Subordinated Note in whole, but not in part, at any time, upon giving not less than
ten (10) calendar days’ notice to the Noteholders at an amount equal to 100% of the outstanding principal amount being redeemed
plus accrued and unpaid interest, to but excluding the redemption date.


 






    	 	A-1-4	 



     


    

 


(b)       Redemption on or after Fifth Anniversary. On or after October 1, 2025, subject to Section 5(f) below, this
Subordinated Note shall be redeemable at the option of and by the Company, in whole or in part at any time and from time to time
upon any Interest Payment Date, at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but
unpaid interest, to but excluding the redemption date, but in all cases in a principal amount with integral multiples of $1,000.
In addition, on or after October 1, 2025, subject to Section 5(f), the Company may redeem all or a portion of the Subordinated
Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event.


 


(c)       If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation
imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Stated Maturity of the
Subordinated Notes, the Company will as promptly as reasonably practicable notify the Trustee and the Holders thereof, and thereafter,
subject to the terms of the Indenture, the Company and the Holders will work together in good faith, and the Company shall request
the Trustee and the Holders to execute and deliver all agreements as reasonably necessary, in order to restructure the applicable
portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, that nothing contained
in this Section 5(c) shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier
2 Capital Event pursuant to this Section 5 (Redemption) of this Subordinated Note and Section 1001(3) of the Indenture.


 


(d)       Partial Redemption. If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i)
a new note shall be issued representing the unredeemed portion without charge to the Holder thereof and (ii) such redemption shall
be effected on a pro rata basis to the extent practicable, and if the Subordinated Notes are represented by Global Subordinated
Notes held by the Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro
Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Depositary. In the event a pro
rata redemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary,
the Subordinated Notes to be redeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.


 


(e)       No Redemption at Option of Noteholder. This Subordinated Note is not subject to redemption at the option of the holder
of this Subordinated Note.


 


(f)        Regulatory Approval. Any redemption of this Subordinated Note shall be subject to the prior approval of the Board
of Governors of the Federal Reserve System (or its designee) or any successor agency, and any other bank regulatory agency, to
the extent such approval shall then be required by law, regulation or policy.


 


(g)       Effectiveness of Redemption. If notice of redemption has been duly given and notwithstanding that any Subordinated
Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease
to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be
deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate
(unless the Company shall default in the payment of the Redemption Price), except only the right of the Holders thereof to receive
the amount payable on such redemption, without interest.


 






    	 	A-1-5	 



     


    

 


6.             Events of Default; Acceleration. An “Event of Default” means any one of the events described in
Section 401 of the Indenture. If an Event of Default described in Section 401(1) or Section 401(2) of the Indenture occurs, then
the principal amount of all of the Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding
Subordinated Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee
or the Holder, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other
notices. Notwithstanding the foregoing, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence
of an Event of Default other than an Event of Default described in Section 401(1) or Section 401(2) of the Indenture, neither
the Trustee nor the Holder may accelerate the Maturity of the Subordinated Notes and make the principal of, and any accrued and
unpaid interest on, the Subordinated Notes, immediately due and payable. If any Event of Default occurs and is continuing, the
Trustee may also pursue any other available remedy to collect the payment of principal of, and interest on, the Subordinated Notes
then due and payable or to enforce the performance of any provision of the Subordinated Notes or the Indenture.


 



7.            Failure to Make Payments. If an Event of Default described in Section 401(3) or Section 401(4) of the
Indenture occurs, the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder, the whole amount
then due and payable with respect to this Subordinated Note (without acceleration of the Maturity of the Subordinated Notes in
any manner), with interest upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue
installments of interest at the rate or respective rates, as the case may be, provided for or with respect to this Subordinated
Note or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by this
Subordinated Note, and, in addition thereto, such further amount of money as will be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel
and all other amounts due to the Trustee under Section 507 of the Indenture.


 


Upon an Event of Default,
the Company may not declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company’s capital stock, make any payment of principal or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company that rank equal with or junior to this Subordinated Note, or make
any payments under any guarantee that ranks equal with or junior to this Subordinated Note, other than: (i) any dividends or distributions
in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s Common Stock;
(ii) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance
of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result
of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s
capital stock for another class or series of the Company’s capital stock; (iv) the purchase of fractional interests in shares
of the Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock or the security
being converted or exchanged; or (v) purchases of any class of the Company’s Common Stock related to the issuance of Common
Stock or rights under any benefit plans for the Company’s directors, officers or employees or any of the Company’s
dividend reinvestment plans.


 






    	 	A-1-6	 



     


    

 


8.            Denominations,
Transfer, Exchange. The Subordinated Notes are issuable only in registered form
without interest coupons in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The transfer
of this Subordinated Note may be registered and this Subordinated Note may be exchanged as provided in the Indenture. The Registrar
may require the Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require
the Holder to pay any taxes and fees required by law or permitted by the Indenture.


 


9.            Charges and Transfer Taxes. No service charge will be made for any
registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any
conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment
of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer
or exchange of this Subordinated Note from the Holder requesting such transfer or exchange.


 


10.          Persons Deemed Owners. The Company and the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether
or not this Subordinated Note is overdue, and neither the Company, the Trustee nor any such agent will be affected by notice to
the contrary.


 


11.          Amendments and Waivers. The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Subordinated Notes at any time by the Company and the Trustee with the consent of the holders of a majority
in principal amount of the then Outstanding Subordinated Notes. The Indenture also contains provisions permitting the holders of
specified percentages in principal amount of the then Outstanding Subordinated Notes, on behalf of the holders of all Subordinated
Notes, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this
Subordinated Note will be conclusive and binding upon such Holder and upon all future holders of this Subordinated Note and of
any Subordinated Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Subordinated Note. 


 


12.          No Impairment. No reference herein to the Indenture and no provision
of this Subordinated Note or of the Indenture will alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest (if any) and Additional Interest (if any) on this Subordinated Note at the times, place and
rate as herein prescribed.


 






    	 	A-1-7	 



     


    

 


13.          Sinking Fund; Convertibility. This Subordinated Note is not entitled
to the benefit of any sinking fund. This Subordinated Note is not convertible into or exchangeable for any of the equity securities,
other securities or assets of the Company or any Subsidiary.


 


14.          No Recourse Against Others. No recourse under or upon any obligation,
covenant or agreement contained in the Indenture or in this Subordinated Note, or for any claim based thereon or otherwise in respect
thereof, will be had against any past, present or future shareholder, employee, officer, or director, as such, of the Company or
of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance of this Subordinated Note by the Holder and as part of
the consideration for the issuance of this Subordinated Note.


 


15.          Authentication. This Subordinated Note will not be valid until authenticated
by the manual signature of the Trustee or an Authenticating Agent.


 


16.          Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Additional
abbreviations may also be used though not in the above list.


 


17.          Available Information. The Company will furnish to the Holder upon
written request and without charge a copy of the Indenture. Requests by Holder to the Company may be made to: The First Bancshares,
Inc., Hattiesburg, Mississippi 39402; Attention: Donna T. (Dee Dee) Lowery, Executive Vice President and Chief Financial Officer.


 


18.          Governing Law. THIS SUBORDINATED NOTE WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE,
PERFORMED IN SAID STATE (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW)).


 


[Signature Page Follows]


 






    	 	A-1-8	 



     


    







 


IN WITNESS WHEREOF,
the undersigned has caused this Subordinated Note to be duly executed and attested.


 


	 	The First Bancshares, Inc.
	 	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 



 





	ATTEST:	 
	 	 	 
	         	 
	Name:	      	 
	Title:	 	 


 


[Signature Page
to Subordinated Note]


 






    	 	A-1-9	 



     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Subordinated Notes of
The First Bancshares, Inc. referred to in the within-mentioned Indenture.


 


	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	By:    	 	 
	 	Authorized Signatory	 



 


	Dated:	 	 




 






    	 	A-1-10	 



     


    

 


ASSIGNMENT FORM


 


To assign this Subordinated Note, fill
in the form below: (I) or (we) assign and transfer this Subordinated Note to:


 


 




 



(Print or type assignee’s name,
address and zip code)


 


 




 



(Insert assignee’s social security or tax I.D. No.)


 


and
irrevocably appoint _______________________ agent to transfer this Subordinated Note on the books of the Company. The
agent may substitute another to act for him.


 


	Date:	 	Your signature:	 
	 	 	(Sign exactly as your name appears on the face of this Subordinated Note)
	 	 	 
	 	 	Tax Identification No:_______________________




 


Signature Guarantee:_________________________________________________________________________________________________________


 


(Signatures must be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)).


 


The undersigned certifies that it [is /
is not] an Affiliate of the Company and that, to its knowledge, the proposed transferee [is / is not] an Affiliate of the Company.
 “Affiliate” means, with respect to any Person, such Person’s immediate family members, partners, members or parent
and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with
said Person and their respective Affiliates. “Person” means an individual, a corporation (whether or not for profit),
a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government
or any department or agency thereof or any other entity or organization.


 


In connection with any transfer or exchange
of this Subordinated Note occurring prior to the date that is one year after the later of the date of original issuance of this
Subordinated Note and the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company,
the undersigned confirms that this Subordinated Note is being:


 


CHECK ONE BOX BELOW:


 


	□	(1)	acquired for the undersigned’s own account, without transfer;
	 	 	 
	□	(2)	transferred to the Company;



 



    	 	A-1-11	 



     


    

 


	□	(3)	transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);
	 	 	 
	□	(4)	transferred under an effective registration statement under the Securities Act;
	 	 	 
	□	(5)	transferred in accordance with and in compliance with Regulation S under the Securities Act;
	 	 	 
	□	(6)	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act) that has furnished a signed letter containing certain representations and agreements; or
	 	 	 
	□	(7)	transferred in accordance with another available exemption from the registration requirements of the Securities Act.


 


Unless
one of the boxes is checked, the Paying Agent will refuse to register this Subordinated Note in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Paying Agent may require, prior
to registering any such transfer of this Subordinated Note, in its sole discretion, such legal opinions, certifications and other
information as the Paying Agent may reasonably request to confirm that such transfer is being made pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act such as the exemption provided by Rule
144 under such Act.


 


	 	Signature:	 



 


Signature Guarantee:_________________________________________________________________________________________________________


 


(Signatures must be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-l5).


 


TO BE COMPLETED BY PURCHASER IF BOX (1)
OR (3) ABOVE IS CHECKED.


 


The undersigned represents and warrants
that it is purchasing this Subordinated Note for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in
order to claim the exemption from registration provided by Rule 144A.


 


	Date:	 	Signature:	 




 






    	 	A-1-12	 



     


    

 


SCHEDULE OF INCREASES
OR DECREASES IN GLOBAL SUBORDINATED NOTE


 


The following increases or decreases
in this Global Subordinated Note have been made:


 


	
        Date of

        Exchange
	 	
        Amount of

        decrease in

        principal amount

        of this Global

        Subordinated

        Note
	 	
        Amount of

        increase in

        principal amount

        of this Global

        Subordinated Note
	 	
        Principal amount

        of this Global

        Subordinated Note

        following

        such decrease or

        increase
	 	
        Signature of

        authorized officer

        of Trustee or

        Notes Custodian



 






    	 	A-1-13	 



     


    

 



 


EXHIBIT A-2


 


FORM OF GLOBAL SUBORDINATED NOTE


 


THE FIRST BANCSHARES, INC.


 


4.25% FIXED TO FLOATING RATE SUBORDINATED
NOTE DUE 2030


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO, AND IN ACCORDANCE WITH, A REGISTRATION
STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT AT THE TIME OF SUCH TRANSFER; (B) TO A PERSON THAT YOU REASONABLY BELIEVE
TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR TO A PERSON THAT YOU REASONABLY
BELIEVE TO BE AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT; OR (C) UNDER ANY OTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS OR BLUE SKY LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.


 


THIS
SUBORDINATED NOTE IS A GLOBAL SUBORDINATED NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF CEDE & CO. AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SUBORDINATED
NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SUBORDINATED NOTE (OTHER THAN A TRANSFER OF THIS SUBORDINATED
NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES SPECIFIED IN THE INDENTURE. 


 


UNLESS
THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY SUBORDINATED NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 






    A-2-1


     


    

 


TRANSFERS OF THIS SUBORDINATED NOTE WILL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS SUBORDINATED NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE IDENTIFIED HEREIN.


 


THE SECURITY AND THE OBLIGATIONS OF THE
COMPANY AS EVIDENCED BY THIS SUBORDINATED NOTE (1) ARE NOT A DEPOSIT AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND AND (2) ARE SUBORDINATE IN THE RIGHT OF PAYMENT TO ALL SENIOR INDEBTEDNESS (AS
DEFINED IN THE INDENTURE IDENTIFIED HEREIN).


 


CERTAIN ERISA CONSIDERATIONS:


 


THE HOLDER OF THIS SUBORDINATED NOTE, OR
ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
(EACH, A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED NOTE
OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE
AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE
DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER: (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR PLANS, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF SUCH EMPLOYEE BENEFIT PLAN OR PLANS
TO FINANCE SUCH PURCHASE OR (II) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


 


ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING
THE ACQUISITION OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING
THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN.





 






    A-2-2


     


    

 


	No. [●]	 CUSIP Accredited Investors: 318916 AD5 / US318916AD53
	 	CUSIP QIBs: 318916 AC7 / US318916AC70




 


THE FIRST BANCSHARES, INC.


 


4.25% FIXED TO FLOATING
RATE SUBORDINATED NOTE DUE 2030


 


1.                       
Subordinated Notes. This Subordinated Note is one of a duly authorized issue of notes of The First Bancshares, Inc.,
a Mississippi corporation (the “Company”), designated as the “4.25% Fixed to Floating Rate Subordinated
Notes due 2030” (the “Subordinated Notes”) in an aggregate principal amount of $65 million and initially
issued on September 25, 2020. The Company has issued this Subordinated Note under that certain
Indenture dated as of September 25, 2020, as the same may be amended or supplemented
from time to time (“Indenture”), between the Company and U.S. Bank National Association,
as Trustee (the “Trustee”). All capitalized terms not otherwise defined in this Subordinated Note will have
the meanings assigned to them in the Indenture. The terms of this Subordinated Note include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).
This Subordinated Note is subject to all such terms, and the Holder (as defined below) is referred to the Indenture and the Trust
Indenture Act for a statement of such terms. To the extent any provision of this Subordinated Note irreconcilably conflicts with
the express provisions of the Indenture, the provisions of the Indenture will govern and be controlling.


 


2.                       
Payment. The Company, for value received, promises to pay to Cede & Co., or its registered assigns (the “Holder”),
as nominee of the Depository Trust Company, the principal sum of [ ] Dollars (U.S.) ($[ ]), plus accrued but unpaid interest on
October 1, 2030 (the “Stated Maturity”) and to pay interest thereon (i) from and including the original issue
date of the Subordinated Notes, or from the most recent date to which interest has been paid or duly provided for, to but excluding
October 1, 2025 or the earlier redemption date contemplated by Section 5 (Redemption) of this Subordinated Note (the “Fixed
Rate Period”), at the rate of 4.25% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months
and payable semi-annually in arrears on April 1 and October 1 of each year (each payment date, a “Fixed Interest Payment
Date”), beginning April 1, 2021, and (ii) from and including October 1, 2025 to but excluding the Stated Maturity or
earlier redemption date contemplated by Section 5 (Redemption) of this Subordinated Note (the “Floating Rate Period”),
at the rate per annum, reset quarterly, equal to the Floating Interest Rate determined on the Floating Interest Determination
Date of the applicable Floating Rate Interest Period (as defined below)(provided that in the event that the Floating Interest
Rate for the applicable Floating Rate Interest Period (as defined below) is less than zero, the Floating Interest Rate for such
Floating Rate Interest Period (as defined below) shall be deemed to be zero), plus 412.6 basis points, computed on the basis of
a 360-day year and the actual number of days elapsed and payable quarterly in arrears (each three-month period, a “Floating
Rate Interest Period”) on January 1, April 1, July 1 and October 1 of each year (each payment date, a “Floating
Interest Payment Date”). Any payment of principal of or interest on this Subordinated Note that would otherwise become
due and payable on a day which is not a Business Day shall become due and payable on the next succeeding Business Day, with the
same force and effect as if made on the date for payment of such principal or interest, and no interest will accrue in respect
of such payment for the period after such day; provided, that in the event that any scheduled Floating Interest Payment Date falls
on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month, such Floating
Interest Payment Date will be accelerated to the immediately preceding Business Day, and, in each such case, the amounts payable
on such Business Day will include interest accrued to, but excluding, such Business Day. Dollar amounts resulting from interest
calculations will be rounded to the nearest cent, with one half cent being rounded upward. The Company will pay all Additional
Interest, if any, on the dates and in the amounts set forth in the Registration Rights Agreement.


 






    A-2-3


     


    

 


The Company will pay
interest on this Subordinated Note to the Person who is the registered Holder as of the close of business on the Regular Record
Date for the relevant Interest Payment Date, except as provided in Section 210 of the Indenture with respect to Defaulted Interest.
This Subordinated Note will be payable as to principal and interest at the office or agency of the Paying Agent, or, at the option
of the Company, payment of interest may be made by check delivered to the Holder at its address set forth in the Subordinated Note
Register or by wire transfer to an account appropriately designated by the Person entitled to payment; provided, that the Paying
Agent will have received written notice of such account designation at least five Business Days prior to the date of such payment
(subject to surrender of this Subordinated Note in the case of a payment of interest at Maturity).


 


3.                       
Paying Agent and Registrar. U.S. Bank National Association, the Trustee under the Indenture, will act as the initial
Paying Agent and Registrar through its offices presently located at Two Midtown Plaza, 1349 W. Peachtree Street, Suite 1050, Atlanta,
Georgia 30309. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.


 


4.                       
Subordination. The indebtedness of the Company evidenced by this Subordinated Note, including the principal thereof
and interest thereon, is, to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment
to obligations of the Company constituting the Senior Indebtedness (as defined in the Indenture) on the terms and subject to the
terms and conditions as provided and set forth in Article XI of the Indenture and will rank pari passu in right of payment
with all other Subordinated Notes and pari passu in the event of any insolvency proceeding, dissolution, assignment for
the benefit of creditors, reorganization, restructuring of debt, marshalling of assets and liabilities or similar proceeding or
any liquidation or winding up of the Company, with all other present or future unsecured subordinated debt obligations of the
Company (including, for the avoidance of doubt, the Existing Subordinated Notes), except any unsecured subordinated debt that,
pursuant to its express terms, is subordinate in right of payment to this Subordinated Note. The Holder, by the acceptance of
this Subordinated Note, agrees to and will be bound by such provisions of the Indenture and authorizes and directs the Trustee
on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.


 


5.                        Redemption.




 


(a)              
Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be redeemable by the Company in whole or
in part prior to October 1, 2025, except in the event of: (i) a Tier 2 Capital Event; (ii) a Tax Event; or (iii) an Investment
Company Event. Upon the occurrence of a Tier 2 Capital Event, a Tax Event or an Investment Company Event, subject to Section
5(f) below, the Company may redeem this Subordinated Note in whole, but not in part, at any time, upon giving not less than
ten (10) calendar days’ notice to the Noteholders at an amount equal to 100% of the outstanding principal amount being redeemed
plus accrued and unpaid interest, to but excluding the redemption date.


 


(b)              
Redemption on or after Fifth Anniversary. On or after October 1, 2025, subject to Section 5(f) below, this
Subordinated Note shall be redeemable at the option of and by the Company, in whole or in part at any time and from time to time
upon any Interest Payment Date, at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but
unpaid interest, to but excluding the redemption date, but in all cases in a principal amount with integral multiples of $1,000.
In addition, on or after October 1, 2025, subject to Section 5(f), the Company may redeem all or a portion of the Subordinated
Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event.


 






    A-2-4


     


    

 


(c)              
If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation
imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Stated Maturity of the
Subordinated Notes, the Company will as promptly as reasonably practicable notify the Trustee and the Holders thereof, and thereafter,
subject to the terms of the Indenture, the Company and the Holders will work together in good faith, and the Company shall request
the Trustee and the Holders to execute and deliver all agreements as reasonably necessary, in order to restructure the applicable
portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, that nothing contained
in this Section 5(c) shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier
2 Capital Event pursuant to this Section 5 (Redemption) of this Subordinated Note and Section 1001(3) of the Indenture.


 


(d)              
Partial Redemption. If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i)
a new note shall be issued representing the unredeemed portion without charge to the Holder thereof and (ii) such redemption shall
be effected on a pro rata basis to the extent practicable, and if the Subordinated Notes are represented by Global Subordinated
Notes held by the Depositary and such redemption is processed through the Depositary, such redemption will be made on a “Pro
Rata Pass-Through Distribution of Principal” basis in accordance with the procedures of the Depositary. In the event a pro
rata redemption as provided in the preceding sentence is not permitted under applicable law or applicable requirements of the Depositary,
the Subordinated Notes to be redeemed will be selected by lot or such method as the Trustee will deem fair and appropriate.


 


(e)              
No Redemption at Option of Noteholder. This Subordinated Note is not subject to redemption at the option of the holder
of this Subordinated Note.


 


(f)              
Regulatory Approval. Any redemption of this Subordinated Note shall be subject to the prior approval of the Board
of Governors of the Federal Reserve System (or its designee) or any successor agency, and any other bank regulatory agency, to
the extent such approval shall then be required by law, regulation or policy.


 


(g)              
Effectiveness of Redemption. If notice of redemption has been duly given and notwithstanding that any Subordinated
Notes so called for redemption have not been surrendered for cancellation, on and after the Redemption Date interest shall cease
to accrue on all Subordinated Notes so called for redemption, all Subordinated Notes so called for redemption shall no longer be
deemed outstanding and all rights with respect to such Subordinated Notes shall forthwith on such Redemption Date cease and terminate
(unless the Company shall default in the payment of the Redemption Price), except only the right of the Holders thereof to receive
the amount payable on such redemption, without interest.


 


6.                       
Events of Default; Acceleration. An “Event of Default” means any one of the events described
in Section 401 of the Indenture. If an Event of Default described in Section 401(1) or Section 401(2) of the Indenture occurs,
then the principal amount of all of the Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding
Subordinated Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee
or the Holder, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other
notices. Notwithstanding the foregoing, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence
of an Event of Default other than an Event of Default described in Section 401(1) or Section 401(2) of the Indenture, neither
the Trustee nor the Holder may accelerate the Maturity of the Subordinated Notes and make the principal of, and any accrued and
unpaid interest on, the Subordinated Notes, immediately due and payable. If any Event of Default occurs and is continuing, the
Trustee may also pursue any other available remedy to collect the payment of principal of, and interest on, the Subordinated Notes
then due and payable or to enforce the performance of any provision of the Subordinated Notes or the Indenture.


 






    A-2-5


     


    

 


7.                       
Failure to Make Payments. If an Event of Default described in Section 401(3) or Section 401(4) of the Indenture
occurs, the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder, the whole amount then
due and payable with respect to this Subordinated Note (without acceleration of the Maturity of the Subordinated Notes in any
manner), with interest upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue
installments of interest at the rate or respective rates, as the case may be, provided for or with respect to this Subordinated
Note or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by this
Subordinated Note, and, in addition thereto, such further amount of money as will be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel
and all other amounts due to the Trustee under Section 507 of the Indenture.


 


Upon an Event of Default,
the Company may not declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company’s capital stock, make any payment of principal or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company that rank equal with or junior to this Subordinated Note, or make
any payments under any guarantee that ranks equal with or junior to this Subordinated Note, other than: (i) any dividends or distributions
in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s Common Stock;
(ii) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance
of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result
of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s
capital stock for another class or series of the Company’s capital stock; (iv) the purchase of fractional interests in shares
of the Company’s capital stock in accordance with the conversion or exchange provisions of such capital stock or the security
being converted or exchanged; or (v) purchases of any class of the Company’s Common Stock related to the issuance of Common
Stock or rights under any benefit plans for the Company’s directors, officers or employees or any of the Company’s
dividend reinvestment plans.


 


8.                       
Denominations, Transfer, Exchange. The Subordinated Notes are issuable
only in registered form without interest coupons in minimum denominations of $100,000 and integral multiples of $1,000 in excess
thereof. The transfer of this Subordinated Note may be registered and this Subordinated Note may be exchanged as provided in the
Indenture. The Registrar may require the Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company may require the Holder to pay any taxes and fees required by law or permitted by the Indenture.


 


9.                       
Charges and Transfer Taxes. No service charge will be made for any registration
of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion
or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum
sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or
exchange of this Subordinated Note from the Holder requesting such transfer or exchange.


 


10.                     
Persons Deemed Owners. The Company and the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether
or not this Subordinated Note is overdue, and neither the Company, the Trustee nor any such agent will be affected by notice to
the contrary.


 


11.                    
Amendments and Waivers. The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the
Holders of the Subordinated Notes at any time by the Company and the Trustee with the consent of the holders of a majority in
principal amount of the then Outstanding Subordinated Notes. The Indenture also contains provisions permitting the holders of
specified percentages in principal amount of the then Outstanding Subordinated Notes, on behalf of the holders of all Subordinated
Notes, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Subordinated Note will be conclusive and binding upon such Holder and upon all future holders of this Subordinated Note and
of any Subordinated Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Subordinated Note. 


 


12.                     
No Impairment. No reference herein to the Indenture and no provision of this
Subordinated Note or of the Indenture will alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest (if any) and Additional Interest (if any) on this Subordinated Note at the times, place and
rate as herein prescribed.


 






    A-2-6


     


    

 


13.                     
Sinking Fund; Convertibility. This Subordinated Note is not entitled to the
benefit of any sinking fund. This Subordinated Note is not convertible into or exchangeable for any of the equity securities,
other securities or assets of the Company or any Subsidiary.


 


14.                     
No Recourse Against Others. No recourse under or upon any obligation,
covenant or agreement contained in the Indenture or in this Subordinated Note, or for any claim based thereon or otherwise in respect
thereof, will be had against any past, present or future shareholder, employee, officer, or director, as such, of the Company or
of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance of this Subordinated Note by the Holder and as part of
the consideration for the issuance of this Subordinated Note.


 


15.                      Authentication.
This Subordinated Note will not be valid until authenticated by the manual signature of
the Trustee or an Authenticating Agent.


 


16.                    
Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act). Additional
abbreviations may also be used though not in the above list.


 


17.                    
Available Information. The Company will furnish to the Holder upon written
request and without charge a copy of the Indenture. Requests by Holder to the Company may be made to: The First Bancshares, Inc.,
Hattiesburg, Mississippi 39402; Attention: Donna T. (Dee Dee) Lowery, Executive Vice President and Chief Financial Officer.


 


18.                     
Governing Law. THIS SUBORDINATED NOTE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE,
PERFORMED IN SAID STATE (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW)).


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the undersigned has caused this Subordinated Note to be duly executed and attested.


 


	 	The
    First Bancshares, Inc.
	 	 
	 	By:	              
	 	Name:
	 	Title:




 


	ATTEST:	 
		 	 
	Name:	 
	Title:	 




 


[Signature Page
to Subordinated Note]


 



    A-2-8


     


    




 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Subordinated Notes of
The First Bancshares, Inc. referred to in the within-mentioned Indenture.


 


	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	By:	 	 
	 	Authorized Signatory	 


 


	Dated:	 	 



 









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ASSIGNMENT FORM


 


To assign this Subordinated Note, fill
in the form below: (I) or (we) assign and transfer this Subordinated Note to:


 


 


(Print or type assignee’s name, address
and zip code)


 


 


(Insert assignee’s social security or tax I.D. No.)


 


and
irrevocably appoint _______________________ agent to transfer this Subordinated Note on the books of the Company. The
agent may substitute another to act for him.


 


	Date:	 	Your signature:	 
	 	(Sign exactly as your name appears on the face of this Subordinated Note)
	 	 
	 	Tax Identification No: 	




 


	Signature Guarantee:	




 


(Signatures must be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)).


 


The undersigned certifies that it [is /
is not] an Affiliate of the Company and that, to its knowledge, the proposed transferee [is / is not] an Affiliate of the Company.
 “Affiliate” means, with respect to any Person, such Person’s immediate family members, partners, members or parent
and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with
said Person and their respective Affiliates. “Person” means an individual, a corporation (whether or not for profit),
a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government
or any department or agency thereof or any other entity or organization.


 


In connection with any transfer or exchange
of this Subordinated Note occurring prior to the date that is one year after the later of the date of original issuance of this
Subordinated Note and the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company,
the undersigned confirms that this Subordinated Note is being:


 


CHECK ONE BOX BELOW:


 


	 ̈	(1)	acquired for the undersigned’s own account, without transfer;
	 	 	 
	 ̈	(2)	transferred to the Company;



 






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	 ̈	(3)	transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);
	 	 	 
	 ̈	(4)	transferred under an effective registration statement under the Securities Act;
	 	 	 
	 ̈	(5)	transferred in accordance with and in compliance with Regulation S under the Securities Act;
	 	 	 
	 ̈	(6)	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act) that has furnished a signed letter containing certain representations and agreements; or
	 	 	 
	 ̈	(7)	transferred in accordance with another available exemption from the registration requirements of the Securities Act.


 


Unless
one of the boxes is checked, the Paying Agent will refuse to register this Subordinated Note in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Paying Agent may require, prior
to registering any such transfer of this Subordinated Note, in its sole discretion, such legal opinions, certifications and other
information as the Paying Agent may reasonably request to confirm that such transfer is being made pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act such as the exemption provided by Rule
144 under such Act.


 


	 	 	Signature:	                                                                                                                       
	 	 
	Signature Guarantee:	      	




(Signatures must be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-l5).


 


TO BE COMPLETED BY PURCHASER IF BOX (1)
OR (3) ABOVE IS CHECKED.


 


The undersigned represents and warrants
that it is purchasing this Subordinated Note for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in
order to claim the exemption from registration provided by Rule 144A.


 


	Date:	                         
                          	 	Signature:	                                       
                                          
             




 






    A-2-11


     


    

 


SCHEDULE OF INCREASES
OR DECREASES IN GLOBAL SUBORDINATED NOTE


 


The following increases or decreases
in this Global Subordinated Note have been made:


 


	
        Date of

        Exchange 
	 	
        Amount of

        decrease in

        principal amount

        of this Global

        Subordinated

        Note 
	 	
        Amount of

        increase in

        principal amount

        of this Global

        Subordinated Note 
	 	
        Principal amount

        of this Global

        Subordinated Note

        following

        such decrease or

        increase 
	 	
        Signature of

        authorized officer

        of Trustee or

        Notes Custodian 

	 	 	 	 	 	 	 	 	 


 






    A-2-12