Exhibit 10.1


 


 


 





SUPPORT AND NON-COMPETITION AGREEMENT


 


This SUPPORT AND NON-COMPETITION AGREEMENT,
dated as of [July 30], 2019 (this “Agreement”), by and among Simmons First National Corporation (“Simmons”),
an Arkansas corporation, The Landrum Company (“Landrum”), a Missouri corporation, and the undersigned shareholder[
and director] (the “Individual”) of Landrum.


 


W I T N E S S E T H:


 


WHEREAS, concurrently with the execution of this
Agreement, Simmons and Landrum are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented,
restated or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, among other things,
Landrum will merge with and into Simmons, with Simmons as the surviving corporation (the “Merger”);


 


WHEREAS, as of the date hereof, the Individual
is a [director][shareholder] of Landrum and has Beneficial Ownership of, in the aggregate, those shares of Class A Voting Stock,
$0.01 par value per share, of Landrum (“Landrum Common Stock”) specified on Schedule 1 attached hereto,
which, by virtue of the Merger, will be converted into the right to receive shares of Simmons Common Stock (as such term is defined
in the Merger Agreement), and therefore the Merger is expected to be of substantial benefit to the Individual;


 


WHEREAS, as a material inducement to Simmons entering
into the Merger Agreement, Simmons has requested that the Individual agree, and the Individual has agreed, to enter into this Agreement
and abide by the covenants and obligations set forth herein; and


 


WHEREAS, other individuals, as a material inducement
to Simmons entering into the Merger Agreement, will enter into and abide by the covenants and obligations set forth in substantially
similar support and non-competition agreements.


 


NOW THEREFORE, in consideration of the foregoing
and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby,
the parties hereto agree as follows:


 


ARTICLE
I

General


 


1.1.            
Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.


 


“Affiliate” of a Person means
any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control
with such Person.


 


“Beneficial Ownership” by a
Person of any securities means ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security;
and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise
be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended; provided, that for purposes of determining Beneficial
Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which such Person has, at any time during the
term of this Agreement, the right to acquire pursuant to any agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable
immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions,
the occurrence of any event or any combination of the foregoing). The terms “Beneficially Own” and “Beneficially
Owned” shall have a correlative meaning.


 






    1


     


    

“Business” means the business
of acting as a commercial, community or retail banking business, including but not limited to entities which lend money and take
deposits.


 


“control” (including the terms
“controlling”, “controlled by” and “under common control with”), with
respect to the relationship between or among two or more Persons, means (i) the ownership, control, or power to vote 25 percent
or more of any class of voting securities of the other Person, (ii) control in any manner of the election of a majority of the
directors, trustees, managing members or general partners of the other Person, or (iii) the possession, directly or indirectly,
of the power to exercise a controlling influence over the management or policies of the other Person, whether through the ownership
of voting securities, as trustee or executor, by Contract or any other means.


 


“Constructive Sale” means,
with respect to any security, a short sale with respect to such security, entering into or acquiring an offsetting derivative Contract
with respect to such security, entering into or acquiring a futures or forward Contract to deliver such security or entering into
any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the
economic benefits and risks of ownership of any security.


 


“Covered Shares” means, with
respect to the Individual, the Individual’s Existing Shares, together with any shares of Landrum Common Stock or other capital
stock of Landrum and any securities convertible into or exercisable or exchangeable for shares of Landrum Common Stock or other
capital stock of Landrum, in each case that the Individual acquires Beneficial Ownership of on or after the date hereof.


 


“Encumbrance” means any security
interest, pledge, mortgage, lien (statutory or other), charge, option to purchase, lease or other right to acquire any interest
or any claim, restriction, covenant, title defect, hypothecation, assignment, deposit arrangement or other encumbrance of any kind
or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including
any conditional sale or other title retention agreement), excluding restrictions under Securities Laws.


 


“Existing Shares” means, with
respect to the Individual, all shares of Landrum Common Stock Beneficially Owned by the Individual as specified on Schedule
1 hereto.


 


“Permitted Transfer” means
a Transfer (i) as the result of the death of the Individual by the Individual to a descendant, heir, executor, administrator, testamentary
trustee, lifetime trustee or legatee of the Individual, (ii) Transfers to Affiliates (including trusts) and family members in connection
with estate and tax planning purposes, and (iii) Transfers to any other shareholder and director and/or executive officer of Landrum
who has executed a copy of this Agreement or similar support and non-competition agreement on the date hereof; provided, that in
each case prior to the effectiveness of such Transfer, such transferee executes and delivers to Simmons and Landrum an agreement
that is identical to this Agreement or such other written agreement, in form and substance acceptable to Simmons and Landrum, to
assume all of Individual’s obligations hereunder in respect of the Covered Shares subject to such Transfer and to be bound
by the terms of this Agreement, with respect to the Covered Shares subject to such Transfer, to the same extent as the Individual
is bound hereunder and to make each of the representations and warranties hereunder in respect of the Covered Shares transferred
as the Individual shall have made hereunder.


 






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“Person” means a natural person
or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture,
limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert,
or any person acting in a Representative capacity.


 


“Representatives” means, with
respect to any Person, any officer, director, employee, investment banker, financial or other advisor, attorney, auditor, accountant,
consultant, or other representative or agent of or engaged or retained by such Person.


 


“Restricted Period” has the
meaning set forth in Section 2.3(a) hereof.


 


“Transfer” means, with respect
to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation, or the grant, creation
or suffrage of an Encumbrance in or upon, or the gift, placement in trust, or the Constructive Sale or other disposition of such
security (including transfers by testamentary or intestate succession or otherwise by operation of Law) or any right, title or
interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether
such right or power is granted by proxy or otherwise), or the record or Beneficial Ownership thereof, the offer to make such a
sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing,
to effect any of the foregoing (other than a proxy for the purpose of voting the Individual’s Covered Shares in accordance
with Section 2.1 hereof).


 


ARTICLE
II

COVENANTS OF INDIVIDUAL


 


2.1.            
Agreement to Vote. The Individual hereby irrevocably and unconditionally agrees that during the term of this Agreement,
at Landrum’s Shareholders’ Meeting or at any other meeting of the shareholders of Landrum, however called, including
any adjournment or postponement thereof, and in connection with any written consent of the shareholders of Landrum, the Individual
shall, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Individual and
that the Covered Shares are entitled to vote thereon or consent thereto:


 


(a)               
appear at each such meeting or otherwise cause the Covered Shares as to which the Individual controls the right to vote
to be counted as present thereat for purposes of calculating a quorum; and


 


(b)               
vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all
of the Covered Shares as to which the Individual controls the right to vote:


 


(i)                      
in favor of the adoption and approval of the Merger Agreement and the consummation of the transactions contemplated thereby,
including the Merger, and any actions required in furtherance thereof;


 


(ii)                    
against any action or agreement that could result in a breach of any covenant, representation or warranty or any other obligation
of Landrum under the Merger Agreement;


 






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(iii)                  
against any Acquisition Proposal; and


 


(iv)                   
against any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted
for the vote or written consent of the shareholders of Landrum that is intended or would reasonably be expected to impede, interfere
with, prevent, delay, postpone, discourage, disable, frustrate the purposes of or adversely affect the Merger or the other transactions
contemplated by the Merger Agreement or this Agreement or the performance by Landrum of its obligations under the Merger Agreement
or by the Individual of his or her obligations under this Agreement.


 


2.2.            
No Inconsistent Agreements. The Individual hereby covenants and agrees that, except for this Agreement, the Individual
(a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or
voting trust or any other Contract with respect to the Covered Shares, (b) has not granted, and shall not grant at any time while
this Agreement remains in effect, a proxy, Consent or power of attorney with respect to the Covered Shares, (c) will not commit
any act, except for Permitted Transfers, that could restrict or affect his or her legal power, authority and right to vote any
of the Covered Shares then held of record or Beneficially Owned by the Individual or otherwise prevent or disable the Individual
from performing any of his or her obligations under this Agreement, and (d) has not taken and shall not take any action that would
make any representation or warranty of the Individual contained herein untrue or incorrect or have the effect of impeding, interfering
with, preventing, delaying, postponing, discouraging, disabling or adversely affecting the Individual’s performance of any
of his or her obligations under this Agreement.


 


2.3.            
Non-Competition.


 


(a)               
The Individual hereby covenants and agrees that, for a period commencing on the Closing Date and terminating on the second
anniversary of the Closing Date (the “Restricted Period”), such Individual shall not within 50 miles of any
branch or other office of Landmark Bank in operation as of the date of this Agreement, directly or indirectly, either for him or
herself or for any other Person other than for Simmons or its Affiliates, participate in any business (including, without limitation,
any division, group or franchise of a larger organization) that engages (or proposes to engage) in the Business; provided, that
if as of the date hereof the Individual holds not more than a 5% direct or indirect equity interest in such Person, then the Individual
may retain (but not increase) such ownership interest without being deemed to “participate” in the Business conducted
by such Person. For purposes of this Agreement, the term “participate” shall mean having more than 5% direct or indirect
ownership interest in any Person, whether as a sole proprietor, investor, owner, equity holder, partner, member, manager, joint
venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director,
officer, manager, member, supervisor, employee, agent, or otherwise), with respect to the Business. Further notwithstanding the
foregoing, the limitations set forth above shall not be effective with regard to service by the Individual with respect to consulting
or other professional (but not banking) services in a manner that is consistent with the same kinds of consulting or other professional
services provided by the Individual at any time during the two years prior to the date of this Agreement.


 


(b)               
The Individual covenants and agrees that during the Restricted Period, the Individual shall not directly or indirectly,
as employee, agent, consultant, director, equity holder, member, manager, partner or in any other capacity, without Simmons’s
prior written consent (other than for the benefit of Simmons or its Affiliates), solicit, call upon, communicate with or attempt
to communicate (whether by mail, telephone, electronic mail, personal meeting or any other means, excluding general solicitations
of the public that are not based in whole or in part on any list of customers of Landrum or any of its Affiliates) with any Person
that is or was a customer of Landrum or any of its Affiliates during the one-year period preceding the Closing Date for the purpose
of engaging in opportunities related to the Business or contracts related to the Business or, except in the ordinary course of
conducting the business described in Schedule 2, interfere with or damage (or attempt to interfere with or damage) any relationship
between Landrum or its Affiliates and any such customers.


 






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(c)               
The Individual covenants and agrees that during the Restricted Period, such Individual shall not directly or indirectly,
as employee, agent, consultant, director, equity holder, member, manager, partner or in any other capacity, without Simmons’
prior written consent, employ, engage, recruit, hire, solicit or induce, or cause others to solicit or induce, for employment or
engagement, any employee of Landrum or its Affiliates (excluding general solicitations of the public that are not based on any
list of, or directed at, employees of Landrum or its Affiliates).


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


3.1.            
Representations and Warranties of the Individual. The Individual hereby represents and warrants to Landrum and Simmons
as follows:


 


(a)               
Organization; Authorization; Validity of Agreement; Necessary Action. The Individual has the requisite power, capacity
and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and delivered by the Individual and, assuming this Agreement
constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the
Individual, enforceable against him or her in accordance with its terms (except as may be limited by the Bankruptcy and Equity
Exceptions).


 


(b)               
Ownership. Except for the Covered Shares, the Individual is not the Beneficial Owner or registered owner of any other
shares of Landrum Common Stock or rights to acquire Landrum Common Stock. The Existing Shares are, and all of the Covered Shares
owned by the Individual from the date hereof through and on the Closing Date will be, Beneficially Owned and owned of record by
the Individual except to the extent such Covered Shares are Transferred after the date hereof pursuant to a Permitted Transfer.
From the date hereof through and on the Closing Date, the Individual has and will have good and marketable title to the Existing
Shares, free and clear of any Encumbrances. As of the date hereof, the Individual has and will have at all times through the Closing
Date sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power
to issue instructions with respect to the matters set forth in ARTICLE II hereof, and sole power to agree to all of the matters
set forth in this Agreement, in each case with respect to all of the Individual’s Existing Shares and with respect to all
of the Covered Shares owned by the Individual at all times through the Closing Date. The Individual has possession of an outstanding
certificate or outstanding certificates representing all of the Covered Shares (other than Covered Shares held at the Depository
Trust Company and/or in book-entry form) and such certificate or certificates does or do not contain any legend or restriction
inconsistent with the terms of this Agreement, the Merger Agreement or the transactions contemplated hereby and thereby.


 


(c)               
No Violation. The execution and delivery of this Agreement by the Individual does not, and the performance by the
Individual of his or her obligations under this Agreement and the consummation by him or her of the transactions contemplated hereby
will not, (i) conflict with or violate, or require any Consent pursuant to, any Law or Order applicable to the Individual or by
which any of his or her Assets is bound, or (ii) conflict with, result in any Default, require any Consent pursuant to or result
in the creation of any Encumbrance on the Assets of the Individual pursuant to, any Contract to which the Individual is a party
or by which the Individual or any of his or her Assets or Covered Shares are bound.


 






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(d)               
Consents and Approvals. No Consent of the Individual’s spouse is necessary under any “community property”
or other laws in order for the Individual to enter into and perform his or her obligations under this Agreement.


 


(e)               
Legal Proceedings. There is no Litigation pending or, to the knowledge of the Individual, threatened against or affecting
the Individual or any of his or her Affiliates that could reasonably be expected to impair the ability of the Individual to perform
his or her obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.


 


(f)                
Reliance by Simmons. The Individual understands and acknowledges that Simmons is entering into the Merger Agreement
in reliance upon the Individual’s execution and delivery of this Agreement and the representations and warranties of Individual
contained herein.


 


ARTICLE
IV

OTHER COVENANTS


 


4.1.            
Prohibition on Transfers; Other Actions.


 


(a)               
Until the earlier of the receipt of the Landrum Shareholder Approval or the date on which the Merger Agreement is terminated
in accordance with its terms, the Individual hereby agrees not to (i) Transfer any of the Covered Shares or any other interest
specifically in the Covered Shares unless such Transfer is a Permitted Transfer; (ii) enter into any Contract with any Person,
or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result
in or give rise to a violation of or conflict with, the Individual’s representations, warranties, covenants and obligations
under this Agreement; (iii) except as otherwise permitted by this Agreement or by Order, take any action that could restrict or
otherwise affect the Individual’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned
by him or her in accordance with this Agreement, or otherwise comply with and perform his or her covenants and obligations under
this Agreement; or (iv) publicly announce any intention to do any of the foregoing. Any Transfer in violation of this provision
shall be void. Following the date hereof, Landrum shall notify its transfer agent that there is a stop transfer order with respect
to all of the Covered Shares until the termination of this Agreement and that this Agreement places limits on the voting of the
Covered Shares subject to the provisions of this Agreement.


 


(b)               
The Individual understands and agrees that if the Individual attempts to Transfer, vote or provide any other Person with
the authority to vote any of the Covered Shares other than in compliance with this Agreement, Landrum shall not, and the Individual
hereby unconditionally and irrevocably instructs Landrum to not (i) permit such Transfer on its books and records, (ii) issue a
new certificate representing any of the Covered Shares, or (iii) record such vote unless and until the Individual shall have complied
with the terms of this Agreement.


 


(c)               
Statements. The Individual shall not make any statement, written or oral, to the effect that he or she does not support
the Merger or that other shareholders of Landrum should not support the Merger.


 


4.2.            
Certain Events. The Individual agrees that this Agreement and the obligations hereunder shall attach to the Covered
Shares and shall be binding upon any Person to which legal or Beneficial Ownership of the Covered Shares shall pass, whether by
operation of Law or otherwise, including the Individual’s successors or assigns. In the event of a stock split, stock dividend,
merger (other than the Merger), exchange, reorganization, recapitalization or distribution, or any change in the capital structure
of Landrum affecting the Landrum Common Stock, the terms “Existing Shares” and “Covered Shares” shall be
deemed to refer to and include such shares as well as all such additional securities of Landrum and any securities into which or
for which any or all of such securities may be changed or exchanged or which are received in such transaction.


 






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4.3.            
Notice of Acquisitions, etc. The Individual hereby agrees to notify Landrum as promptly as practicable (and in any
event within two Business Days after receipt) in writing of (i) the number of any additional shares of Landrum Common Stock or
other securities of Landrum of which the Individual acquires Beneficial Ownership on or after the date hereof and (ii) any proposed
Permitted Transfers of the Covered Shares, Beneficial Ownership thereof or other interest specifically therein.


 


4.4.            
Non-Solicit. In his or her capacity as a shareholder of Landrum, and not in his or her capacity as a [director][officer]
of Landrum, the Individual shall not, and shall use his or her reasonable best efforts to cause his or her Affiliates and each
of their respective Representatives not to, directly or indirectly, (a) solicit, initiate, encourage (including by providing information
or assistance), facilitate or induce any Acquisition Proposal, (b) engage or participate in any discussions or negotiations regarding,
or furnish or cause to be furnished to any Person any information or data in connection with, or take any other action to facilitate
any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition
Proposal, (c) adopt, approve, agree to, accept, endorse or recommend any Acquisition Proposal, (d) solicit proxies or become a
“participant” in a “solicitation” (as such terms are defined in the Exchange Act) with respect to an Acquisition
Proposal or otherwise encourage or assist any party in taking or planning any action that would reasonably be expected to compete
with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms
of the Merger Agreement, (e) initiate a shareholders’ vote or action by consent of Landrum’s shareholders with respect
to an Acquisition Proposal, (f) except by reason of this Agreement, become a member of a “group” (as such term is used
in Section 13(d) of the Exchange Act) with respect to any voting securities of Landrum that takes any action in support of an Acquisition
Proposal, or (g) approve, endorse, recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept,
any Acquisition Agreement contemplating or otherwise relating to any Acquisition Transaction.


 


4.5.            
Waiver of Appraisal Rights. To the fullest extent permitted by applicable Law, the Individual hereby waives any rights
of appraisal he or she may have under applicable Law.


 


4.6.            
Further Assurances. From time to time, at the request of Simmons and Landrum and without further consideration, the
Individual shall execute and deliver such additional documents and take all such further action as may be reasonably necessary
to effect the actions and consummate the transactions contemplated by this Agreement. Without limiting the foregoing, the Individual
hereby authorizes Simmons and Landrum to publish and disclose in any announcement or disclosure related to the Merger Agreement,
including the Proxy Statement/Prospectus, the Individual’s identity and Beneficial Ownership of the Covered Shares and the
nature of the Individual’s obligations under this Agreement.


 


ARTICLE
V

MISCELLANEOUS


 


5.1.            
Termination. This Agreement shall remain in effect until the earlier to occur of (a) the Closing and (b) the date
of termination of the Merger Agreement in accordance with its terms; provided, that (i) if the Closing occurs, the provisions of
Section 2.3 shall survive until the end of the Restricted Period, and (ii) the provisions of ARTICLE V shall survive any
termination of this Agreement. Nothing in this Section 5.1 and no termination of this Agreement shall relieve or otherwise
limit any party of liability for fraud, or willful or intentional breach of this Agreement.


 


5.2.            
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Simmons or Landrum any direct
or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits
of and relating to the Covered Shares, if any, shall remain vested in and belong to the Individual, and Simmons or Landrum shall
not have any authority to direct the Individual in the voting or disposition of any of the Covered Shares, except as otherwise
provided herein.


 






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5.3.            
Notices. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient
if delivered by hand, by facsimile transmission (followed by overnight courier), by registered or certified mail, postage pre-paid,
or by courier or overnight carrier, or by email (with receipt confirmed) to the persons at the addresses set forth below (or at
such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered:


 


(a)               
Simmons:


 


Simmons First National Corporation 


601 E. 3rd Street, 12th
Floor 


Little Rock, Arkansas 72201 


Facsimile Number: (870) 850-2605 


Attention: George A. Makris, Jr., Chairman &
CEO


Email: george.makris@simmonsbank.com


 


with a copy to:


 


Simmons First National Corporation 


601 E. 3rd Street, 12th
Floor 


Little Rock, Arkansas 72201 


Facsimile Number: (501) 558-3145 


Attention: Patrick A. Burrow, EVP & General
Counsel


Email: pat.burrow@simmonsbank.com


 


and


 


Covington & Burling LLP 


One CityCenter 


850 Tenth Street, NW 


Washington, DC 20001 


Facsimile Number: (202) 778-5988 


Attention: Frank M. Conner III 


Email: rconner@cov.com 


Attention: Michael P. Reed 


Email: mreed@cov.com


 


(b)               
Landrum:


 


The Landrum Company


801 East Broadway


Columbia, Missouri 65201


Facsimile Number: 573-875-1468

Attention: Kevin D. Gibbens

Email: kevin.gibbens@landmarkbank.com




 






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Copy to Counsel:


 


Polsinelli PC

100 South Fourth Street

St. Louis, Missouri 63102

Facsimile Number: 314-622-6701

Attention: Kenneth H. Suelthaus


Email: ksuelthaus@polsinelli.com

Attention: Larry K. Harris


Email: lharris@polsinelli.com


 


(c)               
 if to the Individual, to those persons indicated on Schedule 1.


 


5.4.            
Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against
any party hereto, whether under any rule of construction or otherwise. No party to this Agreement shall be considered the draftsman.
The parties hereto acknowledge and agree that this Agreement has been reviewed, negotiated, and accepted by all parties hereto
and their attorneys and, unless otherwise defined herein, the words used shall be construed and interpreted according to their
ordinary meaning so as fairly to accomplish the purposes and intentions of all parties hereto. Section headings of this Agreement
are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement. Whenever
the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms. Whenever
the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed
to be followed by the words “without limitation.”


 


5.5.            
Counterparts; Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute one and the same instrument. This Agreement and any signed agreement
or instrument entered into in connection with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed
and delivered by means of a facsimile machine or by e- mail delivery of a “.pdf” format data file, shall be treated
in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect
as if it were the original signed version thereof delivered in person. No party hereto or to any such agreement or instrument shall
raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this
Agreement or any amendment or waiver hereto or any agreement or instrument entered into in connection with this Agreement or the
fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail
delivery of a “.pdf” format data file as a defense to the formation of a contract and each party hereto forever waives
any such defense.


 


5.6.            
Entire Agreement. This Agreement and, to the extent referenced herein, the Merger Agreement, together with the several
agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, embody the complete
agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior
understandings, arrangements, agreements or representations by or among the parties hereto, written and oral, that may have related
to the subject matter hereof in any way.


 


5.7.            
Governing Law; Jurisdiction; Waiver of Jury Trial.


 


(a)               
The parties hereto agree that this Agreement shall be governed by and construed in all respects in accordance with the Laws
of the State of Arkansas without regard to any conflict of Laws or choice of Law principles that might otherwise refer construction
or interpretation of this Agreement to the substantive Law of another jurisdiction.


 






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(b)               
Each party hereto agrees that it will bring any action or proceeding in respect of any claim arising out of or related to
this Agreement or the transactions contemplated hereby exclusively in any federal or state court of competent jurisdiction located
in the State of Arkansas (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement
or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen
Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection
that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process
upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 5.3.


 


(c)               
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
5.7.


 


5.8.            
Amendment; Waiver. To the extent permitted by Law, this Agreement may be amended or waived by a subsequent writing
signed by each of the parties hereto upon the approval of each of the parties hereto.


 


5.9.            
Enforcement of Agreement. The parties hereto agree that irreparable damage would occur in the event that any of the
provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached and that money damages
would be both incalculable and an insufficient remedy for any breach of this Agreement. It is accordingly agreed that the parties
hereto shall be entitled, without the requirement of posting bond, to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction,
this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto waives any
defense in any action for specific performance that a remedy at law would be adequate.


 


5.10.         
Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall,
as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions
of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision
shall be interpreted to be only so broad as is enforceable.


 






    10


     


    

5.11.         
Assignment. Except as expressly contemplated hereby, neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any party hereto (whether by operation of Law or otherwise) without the prior written consent of
the other parties hereto. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentences,
this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors
and assigns.


 


5.12.         
No Third Party Beneficiaries. Nothing in this Agreement (including the documents and instruments referred to herein)
expressed or implied, is intended to confer upon any Person, other than the parties hereto or their respective successors, any
rights, remedies, obligations, or liabilities under or by reason of this Agreement. The representations and warranties in this
Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies
in such representations and warranties are subject to waiver by the parties hereto in accordance herewith without notice or liability
to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among
the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently,
Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations
of actual facts or circumstances as of the date of this Agreement or as of any other date. Notwithstanding any other provision
hereof to the contrary, no Consent, approval or agreement of any third party beneficiary will be required to amend, modify to waive
any provision of this Agreement.


 


5.13.         
[Individual Capacity. The Individual is signing this Agreement solely in his or her capacity as a Beneficial Owner
of Landrum Common Stock, and nothing herein shall prohibit, prevent or preclude the Individual from taking or not taking any action
in the Individual’s capacity as an [officer][director] of Landrum to the extent permitted by the Merger Agreement.]


 


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    11


     


    

IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be signed (where applicable, by their respective officers or other authorized Person thereunto duly authorized)
as of the date first written above.


 


SIMMONS FIRST NATIONAL CORPORATION


 


 


By: __________________________


Name:


Title:


 


 


 


 


 


THE Landrum COMPANY


 


 


By: __________________________


Name:


Title:


 


 


INDIVIDUAL


 


 


______________________________


Name:


 


 





 


 


 


 


 


 


 


 


[Signature Page to Support Agreement]











     


     


    

Schedule 1


 


Number of Existing Shares and Notice Information


 


 


	Name	 	Existing Shares
	 	 	 
	______________________________	 	_______________________________

         



 


 


Address for notice:


 


Name: ________________________


 


Street: ________________________


   ________________________


 


City, State: _____________________


 


ZIP Code: ______________________


 


Telephone: _____________________


 


Fax: __________________________


 


Email: ________________________


 


 


 


 


 


 


 






     


     


    

Schedule 2


 


[None.]