REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2013 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) by and between First Federal Bancshares of Arkansas, Inc. (the “Company”), an Arkansas corporation, and the undersigned warrant holders (each a “Holder” and together, the “Holders”) is effective as of the date of first issuance of any of the Warrants (defined below).
IRREVOCABLE PROXY AND VOTING AGREEMENTIrrevocable Proxy and Voting Agreement • August 27th, 2013 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas
This IRREVOCABLE PROXY AND VOTING AGREEMENT (this “Agreement”), dated as of July 1, 2013, is entered into by and among First Federal Bancshares of Arkansas, Inc., an Arkansas corporation (“Parent”), and John H. Hendrix (the “Majority Shareholder”). Capitalized terms used but not separately defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
ContractWarrant Agreement • August 27th, 2013 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS WARRANT OR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH WARRANT OR SHARES OF COMMON STOCK, AS APPLICABLE, UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF SHAREHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
SUBSCRIPTION AGREEMENT FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.Subscription Agreement • August 27th, 2013 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas
This Subscription Agreement (this “Subscription Agreement”) is made as of this 23rd day of August, 2013, by and between First Federal Bancshares of Arkansas, Inc., an Arkansas corporation (the “Corporation”), and Bear State Financial Holdings, LLC, an Arkansas limited liability company (the “Subscriber”), subscribing to purchase shares of common stock, par value $0.01 per share (the “Shares”), of the Corporation, for a subscription price of $7.90 per share (the “Subscription Price”).
