VOTING AGREEMENT
EXHIBIT 3
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2025, by and among FB Financial Corporation (“Buyer”), a Tennessee
corporation, Southern States Bancshares, Inc. (“Seller”), an Alabama corporation, and the undersigned Shareholder (the “Shareholder”) of Buyer in the
Shareholder’s capacity as a Shareholder of Buyer, and not in his or her capacity as a director, officer, or director and officer, as applicable, of Buyer.
Preamble
Concurrently with the execution of this Agreement, Buyer and Seller
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, Seller will merge with and into Buyer, with Buyer as the surviving corporation (the “Merger”), and Southern States
Bank, an Alabama state banking corporation and wholly owned subsidiary of Seller (“Seller Bank”), will merge with and into FirstBank, a Tennessee state-chartered bank and wholly owned subsidiary of Buyer (“Buyer Bank”), with Buyer Bank as the surviving bank (together with the Merger, the “Mergers”).
As of the date hereof, the Shareholder, who is also a director,
officer or director and officer, as applicable, of Buyer and has Beneficial Ownership of, in the aggregate, those shares of common stock, par value $1.00 per share, of Seller (“Seller Common Stock”) specified
on Schedule 1 attached hereto.
As a condition and inducement to Buyer and Seller entering into the
Merger Agreement, Buyer and Seller have required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement and abide by the covenants and obligations set forth herein.
Other individuals, as a condition and inducement to Buyer and
Seller entering into the Merger Agreement, will enter into and abide by the covenants and obligations set forth in substantially similar voting 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
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 (a) voting power, which includes the power to vote, or to direct the
voting of, such security; or (b) 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 under the Exchange Act; provided, that for purposes of determining
Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities such Person has, at any time during the term of this Agreement, the right to acquire pursuant to any Contract, 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.
“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 the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a 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 Shareholder, the Existing Shares, together with any shares of Buyer Common Stock or other capital stock of Buyer and any Buyer securities convertible into or exercisable or exchangeable for shares of Buyer Common Stock or other
capital stock of Buyer, in each case, that the Shareholder 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, voting trust or agreement, 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).
“Existing Shares” means, with
respect to the Shareholder, all shares of Buyer Common Stock Beneficially Owned by the Shareholder as specified on Schedule 1 hereto.
“Litigation” means any action,
arbitration, mediation, cause of action, lawsuit, claim, complaint, criminal prosecution, governmental or other examination or investigation, audit (other than regular audits of financial statements by outside auditors), hearing, administrative or
other proceeding relating to or affecting a Person, its business, its records, its policies, its practices, its compliance with Law, its actions, its Assets (including Contracts related to it), or the transactions contemplated by this Agreement or
the Merger Agreement, but shall not include regular, periodic examinations of depository institutions and their Affiliates by Governmental Authorities.
“Permitted Transfer” means (a) a
Transfer as the result of the death of the Shareholder to a descendant, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee of the Shareholder, (b) Transfers to Affiliates (including trusts) and family members in
connection with estate and tax planning purposes, (c) Transfers to any other Shareholder or party who has executed a copy of this Agreement on the date hereof, (d) Transfers in connection with the payment of any withholding taxes
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owed by the Shareholder in connection with any vesting, settlement, or exercise, as
applicable, of any Buyer equity or equity-linked awards issued under applicable Buyer equity compensation plans , (e) Transfers in respect of Covered Shares pledged in a bona fide transaction, which is outstanding prior to or as of the date hereof,
to a lender to the Shareholder, and (f) such Transfers as Seller may otherwise permit; provided, that, in the case of the foregoing clauses (a), (b), and (f), prior to the effectiveness of such Transfer, such transferee executes and delivers to
Buyer and Seller an agreement that is identical to this Agreement or such other written agreement, in form and substance acceptable to Buyer, to assume all of Shareholder’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 Shareholder is bound hereunder and to make each of the representations and warranties hereunder in
respect of the Covered Shares Transferred as the Shareholder shall have made hereunder.
“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 Contract, arrangement
or understanding, whether or not in writing, to effect any of the foregoing. The term “Transferred” shall have a correlative meaning.
ARTICLE II
COVENANTS OF SHAREHOLDER
COVENANTS OF SHAREHOLDER
2.1. Agreement to Vote. The
Shareholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at a special meeting of the Shareholders of Buyer or at any other meeting of the Shareholders of Buyer, however called, including any adjournment or
postponement thereof, and in connection with any written consent of the Shareholders of Buyer, the Shareholder shall, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Shareholder and that the
Covered Shares are entitled to vote thereon or consent thereto:
(a) appear at each such meeting in person or by proxy or
otherwise cause the Covered Shares as to which the Shareholder 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 Shareholder controls the right to vote individual capacity (and not when Shareholder is acting as a trustee, representative or fiduciary or
other similar capacity):
(i) in favor of the approval of issuance of
shares of Buyer Common Stock in connection with the Merger and the consummation of the transactions contemplated by the Merger Agreement, including the Mergers, 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 Buyer under the Merger Agreement; and
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(iii) 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 Buyer that is intended or would reasonably be expected to impede, interfere with, prevent, delay,
postpone, discourage, frustrate the purposes of or adversely affect the Mergers or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by Buyer of its obligations under the Merger Agreement.
2.2. No Inconsistent Agreements. The
Shareholder hereby covenants and agrees that, except for this Agreement, the Shareholder (a) 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) shall not grant at any time while this Agreement remains in effect, a proxy (other than as required to effect the Shareholder’s voting obligations in Section 2.1), Consent or power
of attorney in contravention of the obligations of the Shareholder under this Agreement with respect to the Covered Shares, (c) shall 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 Shareholder or otherwise reasonably expected to prevent or disable the Shareholder from performing any of his or her obligations under this
Agreement, and (d) shall not take any action that would reasonably be expected to make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of impeding, preventing, delaying, interfering with,
disabling or adversely affecting the performance by, the Shareholder of his or her obligations under this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Seller, Buyer and Buyer Bank as follows:
(a) Authorization; Validity of Agreement; Necessary Action. The Shareholder has the requisite 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 executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the
Shareholder, enforceable against him or her in accordance with its terms (except as may be limited by the Enforceability Exception).
(b) Ownership. The Existing Shares
are, and all of the Covered Shares owned by the Shareholder from the date hereof through and on the Closing Date will be, Beneficially Owned by the Shareholder 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 Shareholder has and will have sole title to the Covered Shares, free and clear of any Encumbrances other than those imposed by applicable Securities Laws or
restrictions on transfer arising under the Buyer’s equity compensation plans. As of the date hereof, the Existing Shares constitute all of the shares of Buyer Common Stock Beneficially Owned by the Shareholder. The Shareholder has and will have at
all times through the Closing Date Beneficial Ownership with respect to all of the Existing Shares and with respect to all of the Covered Shares owned by the Shareholder at all times through the Closing Date. The Shareholder has and will have
possession of an outstanding certificate or outstanding certificates representing all of the Covered Shares (other than Covered Shares held at the Depository Trust Company 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.
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(c) No Violation. The execution and
delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his or her obligations under this Agreement will not, (i) conflict with or violate any Law or Order applicable to the Shareholder or by which any of
his or her Assets is bound, or (ii) constitute or result in a default under or the loss of any benefit under, or result in the creation of any Encumbrance on the Assets of the Shareholder under, any of the terms, conditions or provisions of any
Contract to which the Shareholder is a party or by which the Shareholder or any of his or her Assets is bound, except for any of the foregoing as would not be reasonably be expected, either individually or in the aggregate, to materially impair the
ability of the Shareholder to perform his or her obligations under this Agreement. Except as contemplated by this Agreement, neither the Shareholder nor any of his or her Affiliates (A) has entered into any voting agreement or voting trust with
respect to any Covered Shares or entered into any other Contract relating to the voting of the Covered Shares or (B) has appointed or granted a proxy or power of attorney with respect to any Covered Shares.
(d) Consents and Approvals. The
execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require the
Shareholder to obtain any Consent. No Consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.
(e) Legal Proceedings. There is no
Litigation pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her Affiliates that could reasonably be expected to impair the ability of the Shareholder to perform his or her obligations
hereunder or to consummate the transactions contemplated hereby on a timely basis.
(f) No Fees. The Shareholder has
not employed any broker or finder or incurred any direct or indirect, primary or secondary, liability, indebtedness, obligation, penalty, cost or expense (including costs of investigation, collection and defense), claim, deficiency, guaranty or
endorsement of or by any Person (other than endorsements of notes, bills, checks, and drafts presented for collection or deposit in the ordinary course of business) of any type, whether accrued, absolute or contingent, liquidated or unliquidated,
matured or unmatured, or otherwise, for any financial advisory fees, investment bankers’ fees, brokerage fees, commissions, or finders’ fees in connection with this Agreement or the transactions contemplated hereby.
(g) Reliance by Seller. The
Shareholder understands and acknowledges that Seller is entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations and warranties of Shareholder contained herein.
ARTICLE IV
OTHER COVENANTS
OTHER COVENANTS
4.1. Prohibition on Transfers; Other Actions.
(a) Until the earlier of the receipt of the Requisite Buyer
Shareholder Approval or the date on which the Merger Agreement is terminated in accordance with its terms, the Shareholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest specifically
therein 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 Shareholder’s representations, warranties, covenants and obligations under this Agreement; (iii) grant any proxy, power-
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of-attorney or other authorization in or with respect to any or all of the Covered
Shares other than as required to effect the Shareholder’s voting obligations in Section 2.1; (iv) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, take any action that could
restrict or otherwise affect the Shareholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him or her, or otherwise comply with and perform his or her covenants and obligations under this Agreement;
or (v) publicly announce any intention to do any of the foregoing. Any Transfer in violation of this provision shall be void. As promptly as practicable following the date hereof, Buyer shall notify its transfer agent that there is a stop transfer
order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares; provided, that any such stop transfer order and notice will immediately be withdrawn and terminated by Buyer following the
termination of this Agreement in accordance with Section 5.1.
(b) The Shareholder understands and agrees that if the
Shareholder 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, Buyer shall not, and the Shareholder hereby unconditionally and irrevocably
instructs Buyer 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 Shareholder shall have complied with the terms of this
Agreement.
4.2. Certain Events. In the event of
a stock split, stock dividend or distribution, or any change in the Buyer Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Existing Shares” and
“Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in
such transaction.
4.3. Notice of Acquisitions. Except
for issuances upon settlement or vesting of any Buyer equity or equity-linked awards, Shareholder hereby agrees to notify Seller and Buyer as promptly as practicable (and in any event at least two Business Days prior to the occurrence of any of the
following events) in writing of (a) the number of any additional shares of Buyer Common Stock or other securities of Buyer of which the Shareholder acquires Beneficial Ownership on or after the date hereof, and (b) any proposed Permitted Transfers
of the Covered Shares, Beneficial Ownership thereof or other interest specifically therein.
4.4. Shareholder Capacity. The
Shareholder is signing this Agreement solely in his or her capacity as a holder of Buyer Common Stock, and nothing herein shall prohibit, prevent or preclude the Shareholder from taking or not taking any action in the Shareholder’s capacity as a
director, officer or director and officer of Buyer to the extent permitted by the Merger Agreement. Nothing in this Agreement is intended or shall be construed or require the Shareholder, in his or capacity as a director, officer or employee, to
act or fail to act in accordance with his or her fiduciary duties.
4.5. Further Assurances. From time
to time, at the request of Buyer or Seller and without further consideration, the Shareholder 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.
4.6. Disclosure. The Shareholder
hereby authorizes ▇▇▇▇▇ and Seller to publish and disclose in any announcement or disclosure required by applicable Law and any proxy statement filed in
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connection with the transactions contemplated by the Merger Agreement the
Shareholder’s identity and ownership of the Covered Shares and the nature of the Shareholder’s obligation under this Agreement.
ARTICLE V
MISCELLANEOUS
MISCELLANEOUS
5.1. Termination. This Agreement
shall remain in effect until the earlier to occur of (a) the Effective Time, (b) the date of termination of the Merger Agreement in accordance with its terms, and (c) the termination of this Agreement by mutual written consent of the parties
hereto; provided, that 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 Buyer or Seller 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 shall remain vested in and belong to the Shareholder, and Buyer or Seller shall not have any authority to direct the Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
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 registered or certified mail, postage pre-paid, return receipt requested, by courier or overnight carrier, or by email (with
confirmed receipt) 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:
| Buyer: | FB Financial Corporation |
| FirstBank | |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Attn: ▇▇▇▇ ▇▇▇▇, General Counsel | |
| Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |
| Copy to Counsel: | ▇▇▇▇▇▇ & Bird LLP |
| One Atlantic Center | |
| ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Attn: ▇▇▇▇ ▇▇▇▇▇▇ | |
| Email: ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ | |
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| Seller: | Southern States Bancshares, Inc. |
| ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attn: ▇▇▇▇ ▇▇▇▇▇, Senior Executive Vice | |
| President and Chief Financial Officer | |
| Email: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇▇ | |
| Copy to Counsel: | ▇▇▇▇▇ ▇▇▇▇▇▇ LLP |
| ▇▇▇ ▇▇▇▇ ▇▇. ▇ | |
| ▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attn: ▇▇▇▇ ▇▇▇▇▇▇ | |
| Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ | |
| Shareholder: |
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, whether under any rule of construction or otherwise. No party to this Agreement shall be considered the draftsman. The parties acknowledge and agree
that this Agreement has been reviewed, negotiated, and accepted by all parties and their attorneys (if such parties elected to engage legal counsel) 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.” The word “or” shall not be exclusive and “any” means “any and all.” “Extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply
“if.” The words “hereby,” “herein,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Section.
5.5 Counterparts; Delivery by Electronic Transmission. 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 electronic means, including 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 electronic means, including e-mail delivery of a “.pdf” format data file, to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or
agreement or instrument was transmitted or communicated through the use of electronic means, including 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.
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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, constitute the entire agreement among the
parties hereto with respect to the transactions contemplated hereunder and thereunder and supersedes all prior arrangements or understandings, with respect thereto, written and oral.
5.7 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
5.7.1 The parties agree that this Agreement
shall be governed by and construed in all respects in accordance with and all disputes arising out of or in connection with this Agreement or the transactions contemplated hereby shall be resolved under, the Laws of the State of Tennessee 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.
5.7.2 Any civil action, counterclaim,
proceeding, or litigation arising out of or relating to this Agreement shall be brought exclusively in any federal or state court of competent jurisdiction located in the State of Tennessee. Each party consents to the jurisdiction of such Tennessee
courts in any such civil action, counterclaim, proceeding, or litigation and waives any objection to the laying of venue of any such civil action, counterclaim, proceeding, or litigation in such Tennessee courts. Service of any court paper may be
effected on a party hereto by mail, as provided in this letter, or in such other manner as may be provided under applicable Laws.
5.7.3 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 Amendments; Waivers. To the
extent permitted by Law, this Agreement may be amended or waived by a subsequent writing signed by each of the parties upon the approval of each of the parties. The parties hereto may, to the extent permitted by Law, (a) extend the time for the
performance
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of any of the obligations or other acts of the other parties, (b) waive any
inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the agreements or satisfaction of any conditions contained herein. Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply with an obligation, covenant, agreement or condition. No failure or delay by any party hereto in exercising any right, power, remedy
or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege.
5.9 Enforcement of Agreement. The
parties hereto agree that irreparable damage would occur and that the parties hereto would not have any adequate remedy at law in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the parties shall be entitled to seek 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 waives (a) any defense in any action for specific performance that a remedy at Law would be adequate
and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.
5.10 Severability. Any term or
provision of this Agreement that 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.
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 merger, consolidation or otherwise by operation of Law) without the prior written consent of the
other parties. 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 and their respective
successors and permitted assigns.
5.12 Third Party Beneficiaries.
Nothing in this Agreement expressed or implied, is intended to confer upon any Person, other than the parties 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. 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 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 or waive any provision of this Agreement.
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5.13 Expenses. Each of the parties
hereto shall bear and pay all direct costs and expenses incurred by it or on its behalf in connection with the transactions contemplated hereunder.
5.14 Reasonable Efforts. On the
terms and subject to the conditions of this Agreement, the Shareholder agrees to execute and deliver such additional documents as Seller may reasonably request and use its reasonable best efforts to take, or cause to be taken, all appropriate
actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby as promptly as practicable. Without limiting the foregoing, the
Shareholder shall execute and deliver to Seller and any of its designees any proxies reasonably requested by Seller with respect to the Shareholder’s voting obligations under this Agreement.
[signatures on following page]
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IN WITNESS WHEREOF, the party hereto has caused this Agreement to be executed (where applicable, by their respective officers or other authorized Person
thereunto duly authorized) as of the day and year first written above.
FB FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief Executive Officer
[Signature Page to Buyer Voting Agreement]
IN WITNESS WHEREOF, the party hereto has caused this Agreement to be executed (where applicable, by their respective officers or other authorized Person
thereunto duly authorized) as of the day and year first written above.
SOUTHERN STATES BANCSHARES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President and Chief Financial Officer
[Signature Page to Buyer Voting Agreement]
IN WITNESS WHEREOF, the party hereto has caused this Agreement to be executed (where applicable, by their respective officers or other authorized Person
thereunto duly authorized) as of the day and year first written above.
SHAREHOLDER
/s/ J. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
[Signature Page to Buyer Voting Agreement]
Schedule 1
INFORMATION
| Name | Existing Shares | |||||||
| ___J. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇___________________________ | _________16,085______________________ | |||||||
Address for notice:
Name: ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Street: c/o FB Financial Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
City, State: Nashville, Tennessee
ZIP Code: 37203
Telephone: ________________________
Fax: ________________________
Email: ________________________
