Exhibit 4.2 


 


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.


 






     


     


    

 


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.


 






     


     


    

 


	No. 1	CUSIP: 318916 AC7
	 	ISIN: 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 Sixty Five Million Dollars (U.S.) ($65,000,000), 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.


 


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.


 






    1


     


    

 


		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.


 


(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.


 


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.


 






     


     


    

 


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]


 


 






     


     


    

 


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


 


	 	The First Bancshares, Inc.
	 	 
	 	By:	
	 	Name:  	 M. Ray (Hoppy) Cole, Jr.
	 	Title:	 President and Chief Executive Officer



  


	ATTEST:	 	 
	 	 
	Name:	 Donna T. (Dee Dee) Lowery	 
	Title:	 Executive Vice President and Chief Financial Officer	 



    


[Signature Page to 4.25% Fixed-to-Floating
Rate Subordinated Note Due 2030]


 






     


     


    

 


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: ______________________


 






     


     


    

 


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;
	 ̈	(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:	 




 






     


     


    

 


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