SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • March 1st, 2022 • Bancplus Corp • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 23, 2020, and is made by and among First Trust Corporation, a Louisiana corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
LOAN AGREEMENTLoan Agreement • February 28th, 2022 • Bancplus Corp • State commercial banks • Tennessee
THIS LOAN AGREEMENT (as amended, restated or supplemented or otherwise modified from time to time, hereinafter called the “Agreement”) made and entered into this 25th day of February, 2022, (“Effective Date”) by and between BANCPLUS CORPORATION, a Mississippi corporation, (hereinafter called “Borrower”) and FIRST HORIZON BANK, a Tennessee banking corporation having its principal office located in Memphis, Tennessee (“Lender”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 28th, 2022 • Bancplus Corp • State commercial banks
THIS PLEDGE AND SECURITY AGREEMENT (“Agreement”), dated February 25, 2022, by and between BANCPLUS CORPORATION, a Mississippi corporation (“Pledgor”) and FIRST HORIZON BANK, having an office and place of business in Memphis, Tennessee (“Lender”);
UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220Securities Purchase Agreement • June 23rd, 2022 • Bancplus Corp • State commercial banks • New York
WHEREAS, the United States Department of the Treasury (the “Investor” or the “Treasury”) may from time to time agree to purchase shares of preferred stock from Eligible Financial Institutions that elect to participate in the Emergency Capital Investment Program (“ECIP”);
BANCPLUS CORPORATION CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 6th, 2020 • Bancplus Corp • State commercial banks • Mississippi
This Change in Control Agreement (“Agreement”) is made and entered into on the 12th day of February, 2020, by and between BancPlus Corporation, a Mississippi corporation (including its subsidiaries, the “Company”), and Kirk A. Graves (the “Employee”), to be effective at the Effective Time of the Merger as defined in the Agreement and Plan of Merger dated September 18, 2019, between BancPlus Corporation and BankPlus, on the one hand, and State Bank & Trust Company and its parent holding company, State Capital Corporation, on the other hand (“Merger Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2024 • Bancplus Corp • State commercial banks
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) by and among BancPlus Corporation, a Mississippi corporation (including its subsidiaries, the “Company”), and William A. Ray (the “Executive”), is dated as of January 1, 2024, as approved on October 4, 2023 by the Board of Directors.
AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGERShare Exchange and Merger Agreement • September 29th, 2021 • Bancplus Corp • State commercial banks • Louisiana
This AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER, dated as of September 28, 2021 (this “Agreement”), is made by and between First Trust Corporation, a Louisiana corporation (“FTC”), and First Bank & Trust, a Louisiana banking corporation (“FBT”), on the one hand, and BancPlus Corporation, a Mississippi corporation (“BancPlus”), and BankPlus, a Mississippi banking corporation (“BankPlus”), on the other hand.
FORM OF INDEMNITY AND ESCROW AGREEMENTIndemnification & Liability • February 10th, 2022 • Bancplus Corp • State commercial banks • Mississippi
This INDEMNITY AND ESCROW AGREEMENT (this “Agreement”), dated as of ___________ ___, 2022, is made and entered into by and among First Horizon Bank, a Tennessee banking corporation, in its capacity as escrow agent under this Agreement (the “Escrow Agent”), BancPlus Corporation, a Mississippi business corporation (“BancPlus”), First Trust Corporation, a Louisiana business corporation (“FTC”), and Joseph C. Canizaro, as representative of FTC shareholders (the “Representative”) after the merger described in the Purchase Agreement (as defined below). Capitalized terms used but not otherwise defined herein have the meanings given them in the Purchase Agreement (as defined below).
EXHIBIT A FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 29th, 2021 • Bancplus Corp • State commercial banks
The undersigned shareholder of First Trust Corporation (“FTC”), in consideration of the benefits to be derived by FTC, its shareholders and the undersigned shareholder pursuant to an Agreement and Plan of Share Exchange and Merger dated ______________, 2021 (the “Agreement”) by and between FTC, BancPlus Corporation (“Corporation”), First Bank & Trust (“FBT”), and BankPlus (“BankPlus”) (the defined terms in which are used herein as defined therein) and the expenses to be incurred by Corporation and BankPlus in connection therewith, hereby agrees with Corporation as follows:
STOCK INCENTIVE AGREEMENT FOR RESTRICTED STOCK AWARD BETWEEN BANCPLUS CORPORATION ANDRestricted Stock Award Agreement • January 31st, 2020 • Bancplus Corp • State commercial banks • Mississippi
THIS AGREEMENT, entered into as of the Grant Date (as defined in Section 1.2 below), by and between BANCPLUS CORPORATION (the “Company”) and (“the Grantee”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER By and Among BANCPLUS CORPORATION, BANKPLUS, FIRST TRUST CORPORATION, and FIRST BANK AND TRUSTAmendment to Agreement and Plan of Share Exchange and Merger • February 10th, 2022 • Bancplus Corp • State commercial banks • Louisiana
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER (this “Amendment No. 1”), is executed effective as of February 9, 2022, by and among FIRST TRUST CORPORATION, a Louisiana corporation (“FTC”), and FIRST BANK AND TRUST, a Louisiana banking corporation (“FBT”), on the one hand, and BANCPLUS CORPORATION, a Mississippi corporation (“BancPlus”), and BANKPLUS, a Mississippi banking corporation (“BankPlus”), on the other hand. All terms not defined herein shall have the meaning ascribed to them in the Agreement and Plan of Share Exchange and Merger which is referenced below.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER By and Among BANCPLUS CORPORATION, BANKPLUS, FIRST TRUST CORPORATION, and FIRST BANK AND TRUSTAgreement and Plan of Share Exchange and Merger • February 10th, 2022 • Bancplus Corp • State commercial banks • Louisiana
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF SHARE EXCHANGE AND MERGER (this “Amendment No. 1”), is executed effective as of February 9, 2022, by and among FIRST TRUST CORPORATION, a Louisiana corporation (“FTC”), and FIRST BANK AND TRUST, a Louisiana banking corporation (“FBT”), on the one hand, and BANCPLUS CORPORATION, a Mississippi corporation (“BancPlus”), and BANKPLUS, a Mississippi banking corporation (“BankPlus”), on the other hand. All terms not defined herein shall have the meaning ascribed to them in the Agreement and Plan of Share Exchange and Merger which is referenced below.
INDEMNITY AND ESCROW AGREEMENTIndemnity and Escrow Agreement • March 1st, 2022 • Bancplus Corp • State commercial banks • Mississippi
This INDEMNITY AND ESCROW AGREEMENT (this “Agreement”), dated as of February 28, 2022, is made and entered into by and among First Horizon Bank, a Tennessee banking corporation, in its capacity as escrow agent under this Agreement (the “Escrow Agent”), BancPlus Corporation, a Mississippi business corporation (“BancPlus”), First Trust Corporation, a Louisiana business corporation (“FTC”), and Joseph C. Canizaro, as representative of FTC shareholders (the “Representative”) after the merger described in the Purchase Agreement (as defined below). Capitalized terms used but not otherwise defined herein have the meanings given them in the Purchase Agreement (as defined below).
BANCPLUS CORPORATION First Amendment to Employment AgreementEmployment Agreement • March 9th, 2023 • Bancplus Corp • State commercial banks
This First Amendment to Employment Agreement (the “First Amendment”) is entered into as of August 1, 2022 by and between BancPlus Corporation, a Mississippi corporation (including its subsidiaries, the “Company”) and William A. Ray (the “Executive”), and
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • March 1st, 2022 • Bancplus Corp • State commercial banks • Louisiana
THIS RESTRICTIVE COVENANT AGREEMENT (“Agreement”) is made and entered into as of the 28th day of September, 2021, by and between BANCPLUS CORPORATION, a Mississippi Corporation (“Corporation”), and its wholly owned subsidiary, BANKPLUS, a Mississippi banking corporation (“Bank”) (collectively, Corporation and Bank are referred to herein as “BankPlus”), on the one hand, and [________] (“Shareholder”), on the other hand.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2022 • Bancplus Corp • State commercial banks • Mississippi
This REGISTRATION RIGHTS AGREEMENT dated February 28, 2022 (this “Agreement”) is entered into by and among BancPlus Corporation, a Mississippi corporation (the “Company”), the Holder signatories hereto, and the Holders that from time to time after the date hereof, become a party hereto by executing a Joinder Agreement.
