Exhibit 4.2


 


FORM OF GLOBAL SUBORDINATED NOTE


 


THE FIRST BANCSHARES, INC.


6.40%
FIXED-TO-FLOATING RATE Subordinated Note due 2033


 


THE INDEBTEDNESS EVIDENCED BY THIS GLOBAL
SUBORDINATED NOTE (THIS “NOTE”) IS NOT A DEPOSIT, SAVINGS ACCOUNT OR OTHER OBLIGATION OF ANY BANK OR SAVINGS
ASSOCIATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”) OR ANY OTHER GOVERNMENT
AGENCY OR FUND. SECURITIES ARE SUBJECT TO INVESTMENT RISKS, INCLUDING LOSS OF VALUE.


 


THE INDEBTEDNESS EVIDENCED BY THIS NOTE
IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO THE CLAIMS OF CREDITORS OF THE FIRST BANCSHARES, INC. (THE “ISSUER”),
INCLUDING OBLIGATIONS OF THE ISSUER TO ITS GENERAL AND SECURED CREDITORS, AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR
ANY EXTENSION OF CREDIT BY THE ISSUER OR ANY OF ITS SUBSIDIARIES. IN THE EVENT OF LIQUIDATION OF THE ISSUER ALL CREDITORS OF THE
ISSUER SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT
OF PRINCIPAL OF OR INTEREST ON THIS NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH CREDITORS OF THE ISSUER, THE HOLDER OF
THIS NOTE SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE ISSUER THE UNPAID PRINCIPAL AMOUNT OF THIS NOTE PLUS ACCRUED
AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL BE MADE (I)
WITH RESPECT TO ANY OBLIGATION THAT BY ITS TERMS EXPRESSLY IS JUNIOR TO THIS NOTE, (II) WITH RESPECT TO THE EXISTING JUNIOR SUBORDINATED
DEBENTURES OF THE ISSUER (UNDERLYING THE OUTSTANDING TRUST PREFERRED SECURITIES), (III) WITH RESPECT TO ANY INDEBTEDNESS BETWEEN
THE ISSUER AND ITS SUBSIDIARIES AND AFFILIATES, OR (IV) ON ACCOUNT OF ANY SHARES OF CAPITAL STOCK OF THE ISSUER. THIS Note
is not guaranteed by the Issuer’s subsidiaries, including The First, A National Banking Association (the “Bank”),
and, therefore, the Note is structurally subordinate to the existing and future indebtedness of such subsidiaries, including without
limitation the Bank’s depositors, liabilities to general creditors and liabilities arising during the ordinary course of
business or otherwise.


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE SUBORDINATED
NOTE PURCHASE AGREEMENT, DATED APRIL 30, 2018, BETWEEN THE ISSUER AND THE PURCHASERS REFERRED TO THEREIN (THE “PURCHASE
AGREEMENT”), A COPY OF WHICH IS ON FILE WITH THE ISSUER, AND IS REGISTERED IN THE NAME OF CEDE & CO AS NOMINEE
OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC.


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY 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.


 




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THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED
ONLY IN MINIMUM DENOMINATIONS OF $1,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS NOTE IN A DENOMINATION
OF LESS THAN $1,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED
NOT TO BE THE HOLDER OF THIS NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON THIS NOTE, AND SUCH
PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS NOTE.


 


THIS NOTE MAY BE SOLD ONLY IN COMPLIANCE
WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.


 


CERTAIN ERISA CONSIDERATIONS:


 


THE HOLDER OF THIS NOTE, OR ANY INTEREST
HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT EITHER (i) 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”), A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN, OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, OR (ii) THAT 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 NOTE, OR ANY INTEREST HEREIN, ARE
NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE. THIS NOTE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PLAN
OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS UNLESS THE PURCHASE OR TRANSFER WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.


 


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


 




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	No. 1	CUSIP 318916 AB9
	 	ISIN US318916AB97


 


THE FIRST BANCSHARES, INC.


 


6.40%
FIXED-TO-FLOATING RATE Subordinated Note due 2033


 


1.            Subordinated
Notes. This Subordinated Note (this “Note”) is one of a duly authorized issue of notes of The First Bancshares,
Inc. (the “Issuer”) designated as the “6.40% Fixed-to-Floating Rate Subordinated Notes due 2033”
(the “Subordinated Notes”), initially limited in aggregate principal amount to $42,000,000.


 


2.            Payment.


 


(a)          The
Issuer, for value received, hereby promises to pay to the order of Cede & Co., or its registered assigns (the “Holder”
and, collectively with all other holders of the Subordinated Notes, the “Holders”), the principal sum of Forty
Two Million Dollars (U.S.) ($42,000,000) plus accrued but unpaid interest on May 1, 2033 (the “Stated Maturity”)
and to pay interest on such principal amount (i) from and including the original issue date of the Subordinated Notes (April 30,
2018) to but excluding May 1, 2028, at the rate of 6.40% per annum, computed on the basis of a 360-day year consisting of twelve
30-day months and payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (each, a “Fixed
Interest Payment Date”) beginning on November 1, 2018, and (ii) from and including May 1, 2028 to but excluding the Stated
Maturity, at the rate per annum, reset quarterly, equal to LIBOR determined on the determination date of the applicable interest
period plus 339 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly
in arrears on February 1, May 1, August 1 and November 1 of each year (each, a “Floating Interest Payment Date”).


 


(b)          An
“Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable.


 


(c)          “LIBOR”
means the 3-month USD LIBOR, which will be the offered rate for 3-month deposits in U.S. dollars, as that rate appears on the Reuters
Screen LIBOR01 Page (or any successor page thereto) as of 11:00 a.m., London time, as observed two London banking days prior to
the first day of the applicable floating rate interest period (the “Interest Determination Date”). A “London
banking day” is a day on which commercial banks and foreign currency markets settle payments and are open for general
business in London.


 


(i)          If
3-month USD LIBOR is not so displayed as of such time on any Interest Determination Date, then the Issuer will request the principal
London offices of at least two banks to provide a quotation of their rates for deposits in U.S. dollars for a period comparable
to the applicable floating rate interest period and the 3-month USD LIBOR for such floating rate interest period shall be the arithmetic
mean of such quotations.


 


(ii)         If
fewer than two such quotations contemplated by Section 2(c)(i) above are provided or are available, the Issuer will select
three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately
11:00 a.m., New York City time, on the Interest Determination Date for loans in U.S. dollars to leading European banks having an
index maturity of three months for the applicable interest period in an amount of at least $1,000,000 that is representative of
single transactions at that time. If three quotations are provided, LIBOR will be the arithmetic average of such quotations.


 




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(iii)        If
(A) fewer than the two quotations contemplated by Section 2(c)(i) above, and (B) fewer than the three quotations contemplated
by Section 2(c)(ii) above are provided or are available, the Issuer, after consulting such sources as it reasonably deems
in good-faith to be comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from
which to estimate LIBOR or any of the foregoing lending rates, shall determine LIBOR for the applicable interest period in its
sole discretion.


 


(iv)        Notwithstanding
the foregoing clauses (i), (ii) and (iii) of this Section 2(c):


 


(1)         If
the Issuer reasonably determines in good faith on the relevant Interest Determination Date that the LIBOR base rate has been discontinued,
then the Issuer will use a substitute or successor base rate that it has determined in its sole reasonable discretion is most comparable
to the LIBOR base rate, provided that if the Issuer reasonably determines in good faith that there is an industry-accepted substitute
or successor base rate, then the Issuer shall use such substitute or successor base rate (such rate, together with any rate determined
by the Issuer pursuant to Section 2(c)(i), (ii) or (iii), the “Alternative Rate”);


 


(2)         If
the Issuer has determined to utilize a substitute or successor base rate in accordance with the foregoing, the Issuer in its sole
reasonable discretion may determine what business day convention to use, the definition of business day, the Interest Determination
Date to be used and any other relevant methodology for calculating such substitute or successor base rate, including any adjustment
factor needed to make such substitute or successor base rate comparable to the LIBOR base rate, in a manner that is consistent
with industry-accepted practices for such substitute or successor base rate;


 


(i)          The
Issuer shall provide each Holder with notice of its determination of an Alternative Rate promptly after such determination. If,
within five Business Days after providing such notice, the Issuer is notified by the Holders of at least a majority in principal
amount of the outstanding Subordinated Notes that such Holders reasonably believe that the determination of such Alternative Rate
is not consistent with this Section 2, then the Holders of at least a majority in principal amount of the outstanding Subordinated
Notes, each using their commercially reasonable judgment, shall determine the Alternative Rate. In the event the Holders of a majority
of the Subordinated Notes cannot reach agreement on such Alternative Rate within fifteen Business Days of the Issuer’s notification
of its proposed Alternative Rate under this Section, the Alternative Rate shall be the rate identified by the holder of the largest
principal amount of Subordinated Notes, selected based on such holder’s commercially reasonable judgment.


 


(d)          Any
payment of principal of or interest on this 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 shall accrue in respect of such payment for the period after such day. The term
“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in
the City of New York, New York or the State of Mississippi are permitted or required by any applicable law or executive order to
close.


 




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3.            Subordination.
The indebtedness of the Issuer evidenced by the Subordinated Notes, including the principal and interest on this Note, shall be
subordinate and junior in right of payment to the prior payment in full of all existing claims of creditors of the Issuer, whether
now outstanding or subsequently created, assumed or incurred (collectively, “Senior Indebtedness”), which shall
consist of: (a) the principal of, and premium, if any, and interest in respect of indebtedness of the Issuer for purchased
or borrowed money, whether or not evidenced by securities, notes, debentures, bonds or other similar instruments issued by the
Issuer; (b) all capital lease obligations of the Issuer; (c) all obligations of the Issuer issued or assumed as the deferred
purchase price of property, all conditional sale obligations of the Issuer and all obligations of the Issuer under any conditional
sale or title retention agreement, but excluding trade accounts payable in the ordinary course of business; (d) all obligations
of the Issuer 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; (e) all obligations
of the Issuer 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;
(f) all obligations of the type referred to in clauses (a) through (e) of other persons for the payment of which
the Issuer is responsible or liable as obligor, guarantor or otherwise; (g) all obligations of the type referred to in clauses
(a) through (f) of other persons secured by any lien on any property or asset of the Issuer, whether or not such obligation
is assumed by the Issuer; and (h) any deferrals, renewals or extensions of any of the obligations of the type referred to
in clauses (a) through (g); except “Senior Indebtedness” does not include (i) the Subordinated Notes, (ii)
any obligation that by its terms expressly is junior to, or ranks equally in right of payment with, the Subordinated Notes, including,
for the avoidance of doubt, the 5.875% Fixed-to-Floating Rate Subordinated Notes due 2028, (iii) any indebtedness between the Issuer
and any of its subsidiaries or Affiliates (as the term “Affiliate(s)” is defined in the Purchase Agreement),
(iv) trade accounts payable arising in the ordinary course of business, or (v) the Junior Subordinated Indebtedness (as defined
below). This Note is not secured by any assets of the Issuer and is not covered by a guarantee of the Issuer or of an Affiliate
of the Issuer. This Note is also not guaranteed by the Issuer’s subsidiaries, including the Bank, and, therefore, this Note
is structurally subordinate to the existing and future indebtedness of such subsidiaries, including without limitation the Bank’s
depositors, liabilities to general creditors and liabilities arising during the ordinary course of business or otherwise.


 


4.          


 


In the event of liquidation
of the Issuer, holders of Senior Indebtedness of the Issuer shall be entitled to be paid in full with such interest as may be provided
by law before any payment shall be made on account of principal of or interest on the Subordinated Notes, including this Note.
Additionally, in the event of any insolvency, dissolution, assignment for the benefit of creditors, reorganization, restructuring
of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding up of or relating to the Issuer,
whether voluntary or involuntary, holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall
be made on account of the principal of or interest on the Subordinated Notes, including this Note. In the event of any such proceeding,
after payment in full of all sums owing with respect to the Senior Indebtedness, the Holders, together with the holders of any
obligations of the Issuer ranking on a parity with the Subordinated Notes, shall be entitled to be paid from the remaining assets
of the Issuer the unpaid principal thereof, and the unpaid interest thereon before any payment or other distribution, whether in
cash, property or otherwise, shall be made on account of any capital stock or any present or future obligations of the Issuer ranking
junior to the Subordinated Notes, including the junior subordinated debentures of the Issuer underlying the trust preferred securities
(collectively, “Junior Subordinated Indebtedness”).


 


If there shall have
occurred and be continuing (A) a default in any payment with respect to any Senior Indebtedness or (B) an event of default with
respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default
or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Issuer with
respect to the Subordinated Notes. The provisions of this paragraph shall not apply to any payment with respect to which the immediately
preceding paragraph of this Section 3 would permit to occur.


 




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Nothing herein shall
impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note in
accordance with its terms. Nothing herein shall act to prohibit, limit or impede the Issuer from issuing additional debt of the
Issuer having the same rank as the Subordinated Notes or which may be junior or senior in rank to the Subordinated Notes.


 


5.            Covenants


 


(a)          Merger
and Sale of Assets. The Issuer shall not consolidate with or merge with or into any other entity, except for mergers and consolidations
in which the Issuer continues as the surviving entity, or sell, lease or otherwise transfer all or substantially all of its properties
and assets or convey, transfer or lease substantially all of its properties and assets to any entity, unless:


 


(i)          the
continuing entity into which the Issuer is merged or the person which acquires by conveyance or transfer or which leases substantially
all of the properties and assets of the Issuer shall be a corporation, partnership, trust, limited liability company, association
or other legal entity organized and existing under the laws of the United States, any State thereof or the District of Columbia
and shall expressly assume all of the Issuer’s obligations in connection with the Subordinated Notes and this Note; and


 


(ii)         no
Default or Event of Default exists or will exist immediately after giving effect to such transaction.


 


For purposes of this
Section 4(a), the transfer (by lease, assignment, sale or otherwise), directly or indirectly, of the properties and assets, substantially
as an entirety, of the Bank, the Issuer’s interest in which constitutes the Issuer’s properties and assets substantially
as an entirety, shall be deemed to be the transfer of the Issuer’s properties and assets substantially as an entirety.


 


(b)          Compliance
with Laws. The Issuer shall comply with the requirements of all laws, regulations, orders and decrees applicable to it or its
properties, except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect (as such term
is defined in the Purchase Agreement) on the Issuer and its subsidiaries taken as a whole.


 


(c)          Taxes
and Assessments. The Issuer shall punctually pay and discharge all material taxes, assessments, and other governmental charges
or levies imposed upon it or upon its income or upon any of its properties; provided, that no such taxes, assessments or other
governmental charges need be paid if they are being contested in good faith by the Issuer


 




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(d)          Negative
Covenants.


 


(i)          The
Issuer shall not take any action, omit to take any action or enter into any other transaction that would have the effect of (i)
the Issuer ceasing to be a bank holding company or financial holding company under the Bank Holding Company Act of 1956, as amended,
(ii) the liquidation or dissolution of the Issuer or the Bank, (iii) the Bank ceasing to be an “insured depository institution”
under Section 3(c)(2) of the Federal Deposit Insurance Act, as amended, or (iv) the Issuer owning less than one hundred percent
(100%) of the capital stock of the Bank. Notwithstanding the foregoing, sales, assignments, pledges, transfers, issuances or other
dispositions of shares of voting stock or securities convertible into or options, warrants or rights to subscribe for or purchase
shares of voting stock of the Bank or any other subsidiary of the Issuer which owns shares of voting stock or any securities convertible
into or options, warrants or rights to subscribe for or purchase shares of voting stock of the Bank, may be made where: (1) the
sales, assignments, pledges, transfers, issuances or other dispositions are made, in the minimum amount required by law, to any
person for the purpose of the qualification of such person to serve as a director; or (2) the sales, assignments, pledges, transfers,
issuances or other dispositions are made in compliance with an order of a court or regulatory authority of competent jurisdiction;
or (3) the sales, assignments, pledges, transfers, issuances or other dispositions are made in connection with a merger or consolidation
of the Bank with or into a wholly-owned subsidiary of the Bank or the Issuer if, after such merger or consolidation with such entity,
the Issuer owns, directly or indirectly, not less than the percentage of voting stock of the surviving entity of such transaction
as it owned of the Bank prior to such transaction; or (4) the sales, assignments, pledges, transfers, issuances or other dispositions
are for fair market value (as determined by the board of directors of the Issuer) and, after giving effect to such disposition
or issuance and any potential dilution, the Issuer and its wholly-owned subsidiaries will own directly or indirectly not less than
80% of the voting stock of the Bank; or (5) the Bank sells additional shares of voting stock to its stockholders at any price,
if, after such sale, the Issuer owns, directly or indirectly, not less than the percentage of voting stock of the Bank it owned
prior to such sale; or (6) a pledge is made or a lien is created to secure loans or other extensions of credit by Bank subject
to Section 23A of the Federal Reserve Act; or (7) the sales, assignments, pledges, transfers, issuances, mortgages, encumbrances,
liens, charges of any kind or other dispositions are made in connection with the renewal, refinancing or incurrence of any Indebtedness
ranking senior to the Subordinated Notes.


 


6.            Events
of Default and Defaults.


 


(a)          Each
of the following events shall constitute an “Event of Default”:


 


(i)          the
entry of a decree or order by a court having jurisdiction in the premises for relief in respect of the Issuer or the Bank under
Title 11 of the United States Code, as now constituted or as hereafter amended, or any other applicable federal or state bankruptcy,
insolvency or reorganization law, or appointing a receiver, trustee or other similar official (except for the appointment of a
conservator) of the Issuer or the Bank of substantially all of its property, or ordering the dissolution, winding-up or liquidation
of its affairs under any such law and the continuance of any such decree or order unstayed and in effect for a period of sixty
(60) consecutive days; or


 


(ii)         the
filing by the Issuer or the Bank of a petition or answer or consent seeking relief under Title 11 of the United States Code, as
now constituted or as hereinafter amended, or any other applicable federal or state bankruptcy, insolvency or reorganization law
or other similar law, or the consent by it to the institution of proceedings thereunder or to the filing of any such petition or
to the appointment or taking possession of a receiver, trustee, custodian or other similar official (except for the appointment
of a conservator) of the Issuer or the Bank of substantially all of its property under any such law.


 


(b)          Each
of the following shall constitute a “Default”:


 


(i)          default
in the payment of any interest on any Subordinated Notes as and when the same shall become due and payable, and continuance of
such default for a period of thirty (30) days;


 


(ii)         default
in the payment of the principal of any Subordinated Notes as and when the same shall become due and payable, whether at the Stated
Maturity or otherwise;


 


(iii)        the
Issuer (i) becoming insolvent or is unable to pay its debts as they mature, (ii) making an assignment for the benefit of creditors,
(iii) admitting in writing its inability to pay its debts as they mature, (iv) ceasing to be a bank holding company or financial
holding company under the Bank Holding Company Act of 1956, as amended, or (v) owning less than 100% of the capital stock of the
Bank; or


 




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(iv)        default
in the performance or breach of any covenant or warranty of the Issuer in respect of the Subordinated Notes (other than a covenant
or warranty, a default in the performance of which or the breach of which is elsewhere in this Note specifically dealt with) and
continuance of such default or breach (without such default or breach having been waived in accordance with the provisions of this
Note) for a period of ninety (90) days after there has been given to the Issuer by the holder(s) of at least 25% in principal amount
of the Subordinated Notes, a written notice specifying such default or breach and requiring it to be remedied and stating that
such notice is a “Notice of Default” hereunder.


 


(c)          Upon
the occurrence of an Event of Default or a Default, the Issuer shall promptly notify all Holders, at their addresses shown on the
Security Register (as defined in Section 14 below), of such Event of Default or Default.


 


7.            Acceleration.


 


(a)          Unless
the principal amount of this Note already shall have become due and payable, if an Event of Default occurs and is continuing, then
the holder(s) of not less than 25% in aggregate principal amount of the Subordinated Notes may declare the principal of all the
Subordinated Notes to be due and payable immediately, by a notice in writing to the Issuer, and upon any such declaration such
principal shall become immediately due and payable. The Issuer, within ninety (90) days after the receipt of written notice from
any holder(s) of not less than 25% in aggregate principal amount of the Subordinated Notes of the occurrence of an Event of Default,
shall mail to all Holders, at their addresses shown on the Security Register (as defined in Section 14 below), such written
notice of Event of Default, unless such Event of Default shall have been cured or waived before the giving of such notice as certified
by the Issuer in writing.


 


(b)          Any
time after a declaration of acceleration with respect to the Subordinated Notes has been made, the holder(s) of a majority in aggregate
principal amount of the Subordinated Notes (voting as one class), by written notice to the Issuer, may rescind and annul such declaration
and its consequences if:


 


(i)          the
Issuer has paid (A) all overdue interest on all Subordinated Notes that has become due other than by such declaration of acceleration,
and (B) the principal of all Subordinated Notes that has become due other than by such declaration of acceleration and any interest
thereon; and


 


(ii)         all
Events of Default or Defaults with respect to the Subordinated Notes, other than the nonpayment of the principal of the Subordinated
Notes that has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 8
below.


 


8.            Waiver
of Past Defaults.


 


(a)          The
holder(s) of a majority in aggregate principal amount of the Subordinated Notes may on behalf of all Holders waive any past default
hereunder, except a default in the payment of the principal of or interest on any Subordinated Notes.


 


(b)          Upon
any such waiver, such default shall cease to exist, and any Event of Default or Default arising from such default shall be deemed
to have been cured for every purpose in respect of the Subordinated Notes; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.


 


9.            Removed
and Reserved.


 




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10.          Failure
to Make a Payment; Remedies. In the event of failure by the Issuer to make any required payment of principal or interest on
this Note (and, in the case of payment of interest, such failure to pay shall have continued for thirty (30) days), the Issuer
will, upon demand of the Holder, pay to the Holder the amount then due and payable on this Note for principal and interest (without
acceleration of this Note in any manner), with interest on the overdue principal and interest at the rate borne by this Note, to
the extent permitted by applicable law. If the Issuer fails to pay such amount upon such demand, the Holder may, among other things,
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 Issuer and collect the amounts adjudged or decreed to be payable in the manner
provided by law out of the property of the Issuer.


 


Upon a failure by the
Issuer to make any required payment of principal or interest on the Note, the Issuer shall not (a) declare or pay any dividends
or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Issuer’s capital
stock, or make any guarantee payments with respect to the foregoing, (b) make any payment of principal or interest or premium,
if any, on or repay, repurchase or redeem any debt securities of the Issuer that rank equal with or junior to the Subordinated
Notes, or (c) 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 the
Issuer’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 Issuer’s capital stock or the exchange or conversion of any class
or series of the Issuer’s capital stock for another class or series of the Issuer’s capital stock or of any class or
series of the Issuer’s indebtedness for any class or series of the Issuer’s capital stock; (iv) the purchase of fractional
interests in shares of the Issuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock
or the security being converted or exchanged; or (v) purchases of any class of the Issuer’s common stock related to the issuance
of common stock or rights under any benefit plans for the Issuer’s directors, officers or employees or any of the Issuer’s
dividend reinvestment plans.


 


11.          Redemption.


 


(a)          Redemption
Prior to Tenth Anniversary. This Note shall not be redeemable by the Issuer prior to May 1, 2028, except upon the occurrence
of a Capital Event, a Tax Event or an Investment Company Event (each as defined below), following which the Issuer may redeem this
Note in whole at any time, or in part from time to time, upon giving not less than thirty (30) nor more than sixty (60) days’
prior written notice to the Holder of this Note at a price equal to 100% of the principal amount of the Subordinated Notes plus
accrued but unpaid interest thereon to but excluding the redemption date.


 


“Capital Event”
means the receipt by the Issuer of an opinion of independent bank regulatory counsel to the effect that, as a result of (i) any
amendment to, or change (including any announced prospective 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 Board of Governors of the Federal
Reserve System (the “FRB”) and other appropriate federal bank regulatory agencies) or any political subdivision
of or in the United States that is enacted or becomes effective after the date of issuance of this Note, (ii) any proposed change
in those laws, rules or regulations that is announced or becomes effective after the initial issuance of the Subordinated Notes,
or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting
or applying such laws, rules or regulations that is announced or becomes effective after the date of issuance of this Note, the
Subordinated Notes then outstanding do not constitute, or within ninety (90) days of the date of such opinion will not constitute,
“Tier 2 Capital” (or its equivalent) for purposes of the capital adequacy rules of the FRB (or, as and if applicable,
the capital adequacy rules or regulations of any successor appropriate federal banking agency) as then in effect and applicable.
“Appropriate federal banking agency” means the “appropriate Federal banking agency” with respect to the
Issuer as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.


 




    	 	9	 



     


    

 


“Tax Event”
means the receipt by the Issuer of an opinion of counsel to the Issuer experienced in such matters to the effect that as a result
of any amendment to, or change (including any final and adopted (or enacted) prospective change) in, the laws, rules or regulations
of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws, rules or regulations, there exists a material risk that
interest payable by the Issuer on the Subordinated Notes is not, or within ninety (90) days after the receipt of such opinion will
not be, deductible by the Issuer, in whole or in part, for United States federal income tax purposes.


 


“Investment
Company Event” means the receipt by the Issuer of an opinion of counsel to the Issuer experienced in such matters to
the effect that there is a material risk that the Issuer is, or within 120 days of the date of such opinion will be, considered
an “investment company” that is required to register under the Investment Company Act of 1940, as amended.


 


(b)          Redemption
on or After Tenth Anniversary. On or after May 1, 2028, this Note shall be redeemable by the Issuer, in whole at any time,
or in part from time to time, upon giving not less than thirty (30) nor more than sixty (60) days’ prior written notice to
the Holder of this Note. Any such redemption shall occur on an Interest Payment Date at an amount equal to 100% of the principal
amount of the Subordinated Notes to be redeemed plus accrued but unpaid interest thereon to but excluding the redemption date.


 


(c)          Partial
Redemption. If less than the then-outstanding principal amount of this Note is redeemed, (i) a new Subordinated Note shall
be issued representing the unredeemed portion without charge to the Holder and (ii) such partial redemption shall be effected on
a pro rata basis as to the Holders.


 


(d)          No
Repayment at Option of Holder. This Note shall not be subject to repayment at the option of the Holder, in whole or in part,
prior to the Stated Maturity.


 


(e)          Regulatory
Approvals. Any such redemption or repayment prior to the Stated Maturity shall be subject to receipt of any and all federal
and state regulatory approvals, including, but not limited to, the prior approval of the FRB, to the extent then required under
applicable laws or regulations, including capital regulations.


 


(f)           Notices
of Redemption. Notices of redemption will be mailed by first class mail, postage prepaid, or emailed (with delivery receipt
requested) at least thirty (30) but not more than sixty (60) days before the redemption date, which notice may be conditional,
to each of the Holders at his or its registered mailing addresses or email addresses. The principal amount of this Note to be paid
shall mature and become due and payable (unless any condition specified in the applicable notice of redemption has not occurred)
on the date fixed for such payment, together with accrued but unpaid interest on such principal amount accrued to such date.


 


(g)          Effectiveness
of Redemption. If notice of redemption has been duly given, and notwithstanding that this Note has been called for redemption
but has not yet been surrendered for cancellation, on and after the date fixed for redemption, interest shall cease to accrue on
this Note, this Note shall no longer be deemed outstanding and all rights with respect to this Note shall forthwith on such date
fixed for redemption cease and terminate unless the Issuer shall default in the payment of the redemption price, except only the
right of the Holder to receive the amount payable on such redemption, without interest.


 




    	 	10	 



     


    

 


(h)          Purchase
and Resale of the Subordinated Notes. Subject to any required federal and state regulatory approvals and the provisions of
this Note, the Issuer shall have the right to purchase any of the Subordinated Notes at any time in the open market, private transactions
or otherwise. If the Issuer purchases any Subordinated Notes, it may, in its discretion, hold, resell or cancel any of the purchased
Subordinated Notes.


 


12.          Payment
Procedures. Payment of the principal and interest payable on the Stated Maturity will be made by check, or by wire transfer
in immediately available funds to a bank account in the United States designated by the registered Holder of this Note if such
Holder shall have previously provided wire instructions to the Issuer, upon presentation and surrender of this Note at the Payment
Office (as defined in Section 17 below) or at such other place or places as the Issuer shall designate by notice to the
registered Holder as the Payment Office, provided that this Note is presented to the Issuer in time for the Issuer to make such
payments in such funds in accordance with its normal procedures. Payments of interest (other than interest payable on the Stated
Maturity) shall be made by wire transfer in immediately available funds or check mailed to the registered Holder, as such person’s
address appears on the Security Register. Interest payable on any Interest Payment Date shall be payable to the Holder in whose
name this Note is registered at the close of business on the fifteenth (15th) calendar day prior to the applicable Interest
Payment Date (such date being referred to herein as the “Regular Record Date”), without regard to whether the
Regular Record Date is a Business Day, for such Interest Payment Date, except that interest not paid on the Interest Payment Date,
if any, will be paid to the Holder in whose name this Note is registered at the close of business on a special record date fixed
by the Issuer (a “Special Record Date”), notice of which shall be given to the Holder not less than ten (10)
days prior to such Special Record Date. (The Regular Record Date and Special Record Date are referred to herein collectively as
the “Record Dates”). To the extent permitted by applicable law, interest shall accrue, at the rate at which
interest accrues on the principal of this Note, on any amount of principal or interest on this Note not paid when due. All payments
on this Note shall be applied first against interest due hereunder and then against principal due hereunder. The Holder acknowledges
and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall
be pari passu in right of payment and in all other respects to the other Subordinated Notes. In the event the Holder receives
payments in excess of its pro rata share of the Issuer’s payments to all of the Holders, then the Holder shall hold in trust
all such excess payments for the benefit of the holders of the other Subordinated Notes and shall pay such amounts held in trust
to such other holders upon demand by such holders.


 


13.          Form
of Payment; Maintenance of Payment Office. Payments of principal and interest on this Note shall be made in such coin or currency
of the United States as at the time of payment shall be legal tender for the payment of public and private debts. Until the date
on which all of the Subordinated Notes shall have been surrendered or delivered to the Issuer for cancellation or destruction,
or become due and payable and a sum sufficient to pay the principal and interest on all Subordinated Notes shall have been made
available for payment and either paid or returned to the Issuer as provided herein and in the Purchase Agreement, the Issuer shall
at all times maintain an office or agency in Hattiesburg, Mississippi where Subordinated Notes may be presented or surrendered
for payment.


 




    	 	11	 



     


    

 


14.          Registration
of Transfer, Security Register. Except as otherwise provided herein, this Note is transferable in whole or in part, and may
be exchanged for a like aggregate principal amount of Subordinated Notes of other authorized denominations, by the Holder in person,
or by his attorney duly authorized in writing, at the Payment Office. U.S. Bank National Association (the “Registrar”)
has entered into that certain Paying Agent, Registrar and Transfer Agent Agreement with the Issuer as of April 30, 2018 (the “Paying
Agent Agreement”). Registrar shall maintain a register providing for the registration of the Subordinated Notes and any
exchange or transfer thereof (the “Security Register”). Upon surrender or presentation of this Note for exchange
or registration of transfer, Registrar shall execute and deliver in exchange therefor a Subordinated Note or Subordinated Notes
of like aggregate principal amount, each in a minimum denomination of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000 (and, in the absence of an opinion of counsel satisfactory to Registrar to the contrary, bearing the restrictive
legend(s) set forth hereinabove) and that is or are registered in such name or names requested by the Holder. Any Subordinated
Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed and accompanied by a written
instrument of transfer in such form as is attached hereto and incorporated herein, duly executed by the Holder or his attorney
duly authorized in writing, with such tax identification number or other information for each person in whose name a Subordinated
Note is to be issued, and accompanied by evidence of compliance with any restrictive legend(s) appearing on such Subordinated Note
or Subordinated Notes as the Issuer may reasonably request to comply with applicable law. No exchange or registration of transfer
of this Note shall be made on or after the fifteenth (15th) day immediately preceding the Stated Maturity. This Note
is subject to the restrictions on transfer of the Purchase Agreement between the Issuer and the Purchasers identified therein,
who were the original holders of the Subordinated Notes, a copy of which is on file with the Issuer.


 


15.          Charges
and Transfer Taxes. No service charge (other than any cost of delivery) shall be imposed for any exchange or registration of
transfer of this Note, but the Issuer may require the payment of a sum sufficient to cover any stamp or other tax or governmental
fee or charge that may be imposed in connection therewith (or presentation of evidence that such tax, charge or fee has been paid).


 


16.          Ownership.
Prior to due presentment of this Note for registration of transfer, the Issuer may treat the Holder in whose name this Note is
registered in the Security Register as the absolute owner of this Note for receiving payments of principal and interest on this
Note and for all other purposes whatsoever, whether or not this Note be overdue, and the Issuer shall not be affected by any notice
to the contrary.


 


17.          Notices.
All notices to the Issuer under this Note shall be in writing and addressed to the Issuer at 6480 US Highway 98 West, Suite A,
Hattiesburg, Mississippi 39402, Attention: M. Ray “Hoppy” Cole and Dee Dee Lowery, or to such other address as the
Issuer may notify to the Holder (the “Payment Office”). All notices to the Holders shall be in writing and sent
by first-class mail to each of the Holders at his or its address as set forth in the Security Register. Any such notice shall be
effective upon receipt if received during normal business hours or, if not received during normal business hours, on the next Business
Day.


 


18.          Denominations.
The Subordinated Notes are issuable only as fully registered notes without interest coupons in minimum denominations of $1,000
or any amount in excess thereof which is an integral multiple of $1,000.


 


19.          Absolute
and Unconditional Obligation of the Issuer. No provisions of this Note shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal and interest on this Note at the times, places and rate, and in the coin
or currency, herein prescribed.


 


20.          Waiver
and Consent. Any written consent or waiver given by the Holder of this Note shall be conclusive and binding upon such Holder
and upon all future holders of this Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. This Note may be also amended
or waived pursuant to, and in accordance with, the provisions of Section 8.3 of the Purchase Agreement.


 




    	 	12	 



     


    

 


(a)          No
delay or omission of the Holder to exercise any right or remedy accruing upon any Event of Default shall impair such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.


 


(b)          Any
insured depository institution which shall be a holder of this Note or which otherwise shall have any beneficial ownership interest
in this Note shall, by its acceptance of such Note (or beneficial interest therein), be deemed to have waived any right of offset
with respect to the indebtedness evidenced thereby.


 


21.          No
Sinking Fund; Convertibility. This Note is not entitled to the benefit of any sinking fund or any compensating balance or any
other funds or assets subject to a legal right of offset, as defined by applicable state law. This Note is not convertible into
or exchangeable for any of the equity securities, other securities or assets of the Issuer or any subsidiary.


 


22.          No
Recourse Against Others. This Note shall be binding upon the Issuer and its successors and permitted assigns. Other than the
obligations, covenants and agreements to be performed hereunder by the Issuer and its successors and permitted assigns, no recourse
under or upon any obligation, covenant or agreement contained in this 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 Issuer or
of any predecessor or successor (other than any successor to the Issuer), either directly or through the Issuer or any predecessor
or successor (other than any successor to the Issuer), 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 Note by the Holder of this Note and as part of the consideration for the issuance of this Note.


 


23.          Further
Issues. The Issuer may, without the consent of the Holders, create and issue additional notes having the same terms and conditions
of the Subordinated Notes (except for the issue date and issue price) so that such further notes shall be consolidated and form
a single series with the Subordinated Notes.


 


24.          Governing
Law; Interpretation. This Note shall be governed by and construed in accordance with applicable federal law and the laws of
the State of New York, without regard to conflict of laws principles of said state. This Note is intended to meet the criteria
for qualification of the outstanding principal as Tier 2 capital under the regulatory guidelines of the FRB, and the terms hereof
shall be interpreted in a manner to satisfy such intent.


 


25.          Priority.
The Subordinated Notes rank pari passu among themselves and pari passu, in the event of any insolvency proceeding,
dissolution, assignment for the benefit of creditors, reorganization, restructuring of debt, marshaling of assets and liabilities
or similar proceeding or any liquidation or winding up of the Issuer, with all other present or future unsecured subordinated debt
obligations of the Issuer (including, for the avoidance of doubt, the 5.875% Fixed-to-Floating Rate Subordinated Notes due 2028),
except any unsecured subordinated debt that, pursuant to its express terms, is subordinate in right of payment to the Subordinated
Notes.


 


26.          Successors
and Assigns. This Note shall be binding upon the Issuer and inure to the benefit of the Holder and its respective successors
and permitted assigns. The Holder may assign all, or any part of, or any interest in, the Holder’s rights and benefits hereunder
only to the extent and in the manner permitted in the Purchase Agreement. To the extent of any such assignment, such assignee shall
have the same rights and benefits against the Issuer and shall agree to be bound by and to comply with the terms and conditions
of the Purchase Agreement as it would have had if it were the Holder hereunder.


 


[Signature Page Follows]


 




    	 	13	 



     


    

 


IN WITNESS WHEREOF,
the undersigned has caused this Note to be duly executed and attested and its corporate seal to be hereunto affixed.


 


	 	THE FIRST BANCSHARES, INC.
	 	 	 
	 	By:	   
	 	Name:	M. Ray (Hoppy) Cole, Jr.
	 	Title:	President and Chief Executive Officer


 


	ATTEST:	 	 
	 	 	 
	   	 
	Name:	Donna T. Lowery	 
	Title:	Chief Financial Officer	 


 


CERTIFICATE OF AUTHENTICATION


 


This is a Global Note issued under the within-mentioned
Purchase Agreement:


 


	 	U.S. Bank National Association, as Paying Agent, Registrar and Transfer Agent
	 	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Dated:	 


 


[Signature Page to Subordinated Note]


 




     


     


    

 


ASSIGNMENT
FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer
this 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 Note on the books of ________________ (the “Issuer”). The agent may substitute another to act
for him.


 


	Date:	Your Signature: 	 


 


	Signature Guarantee:	 
	 	(Signature must be guaranteed)


 


	 
	Sign exactly as your name appears on the other side of this Note.


 


The signature(s) should 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 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).


 


The signatory hereto hereby certifies that
it  ̈ is /  ̈ is not an Affiliate
of the Issuer and that, to its knowledge, the proposed transferee  ̈ is /  ̈
is not an Affiliate of the Issuer.


 


In connection with any transfer or exchange
of any of the Note(s) evidenced by this certificate occurring prior to the date that is one year after the later of the date of
original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the
Issuer, the undersigned confirms that such Notes are being:


 


	(1) 	 ̈	acquired for the undersigned’s own account, without transfer; or
	 	 	 
	(2) 	 ̈	transferred to the Issuer; or
	 	 	 
	(3) 	 ̈	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
	 	 	 
	(4) 	 ̈	transferred pursuant to an effective registration statement under the Securities Act; or
	 	 	 
	(5) 	 ̈	transferred pursuant to and in compliance with Regulation S under the Securities Act; or


 




     


     


    

 


	(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 pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended.


 


Unless one of the boxes is checked, the
Issuer will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered
holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuer may require, prior to registering
any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Issuer
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 of 1933, as amended, such as the exemption provided by Rule 144 under such
Act.


 


	 	 	 
	 	 	Signature
	 	 	 
	Signature Guarantee:	 	 
	 	 	 
	 	 	 
	Signature (must be guaranteed)	 	Signature


 


The signature(s) should 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-15.


 


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


 


The undersigned represents
and warrants that it is purchasing this 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 of 1933, as amended, 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 Issuer 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.


 


	 	 
	 	Signature
	 	 
	 	Date: 	         


 




     


     


    

 


Schedule of Increases or Decreases in
Subordinated Note


 


The initial principal amount of this Subordinated Note is $___________.
The following increases or decreases in the principal amount of this Subordinated Note have been made:


 


	Date	 	Amount of

increase in

principal

amount of

this

Subordinated

Note	 	Amount of

decrease in

principal

amount of

this

Subordinated

Note	 	Principal amount

of this

Subordinated

Note following

such increase or

decrease	 	Signature of

authorized signatory of

Trustee