The First Bancshares, Inc. (FBMS) S-4/A Registration of securities issued in business combination transactions (amended)

EX-FILING FEES

Calculation of Filing Fee Tables

Form S-4
(Form Type)

The First Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered			Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee			Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial effective date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Equity	Common stock, par value $1.00 per share	Other		34,003	(1)	N/A	$	1,055,671	(2)		0.0001102	$	116.34	(3)
Fees Previously Paid	Equity	Common stock, par value $1.00 per share	Other		6,962,436	(4)	N/A	$	206,780,725	(5)		0.0001102	$	22,787.24	(3)
Carry Forward Securities
Carry Forward Securities	—	—	—		—		—		—					—
	Total Offering Amounts												$	22,903.57
	Total Fees Previously Paid												$	22,787.24
	Total Fee Offsets												$	0.00
	Net Fee Due												$	116.34

(1) Represents the maximum number of shares of The First Bancshares, Inc. common stock, par value $1.00 per share, that could be issued to holders of options to acquire shares of common stock of Heritage Southeast Bancorporation, Inc. as of June 30, 2022 in connection with the merger described herein (if such options were exercised prior to the closing of the transaction). This number is based upon outstanding options to acquire 35,236 shares of Heritage Southeast Bancorporation, Inc. as of July 27, 2022, 2022, multiplied by 0.965, the exchange ratio for Heritage Southeast Bancorporation, Inc. shares in the merger. Pursuant to Rule 416, this registration statement also covers additional shares that may be issued as a result of stock splits, stock dividends or similar transactions. In the event the number of shares of common stock required to be issued to consummate the merger described herein is increased after the date this registration statement is declared effective, The First Bancshares, Inc. will register such additional shares in accordance with Rule 413 under the Securities Act of 1933, as amended (the “Securities Act”), by filing a registration statement pursuant to Rule 462(b) or Rule 429 under the Securities Act, as applicable, with respect to such additional shares.

(2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, and calculated in accordance with Rules 457(c) and 457(f) promulgated thereunder. The proposed maximum aggregate offering price is (i) $29.96, the average of the high and low prices reported for Heritage Southeast Bancorporation, Inc. common stock on the OTC Market Group’s OTCQX market on October 26, 2022, which was within five business days prior to the first date of filing this amendment to the registration statement, multiplied by (ii) 35,236, the estimated maximum number of shares of Heritage Southeast Bancorporation, Inc. common stock that could be issued pursuant to issued and outstanding stock options that could be exchanged for shares of The First Bancshares, Inc. common stock in the merger (if such options were exercised prior to the closing of the transaction) as of July 27, 2022.

(3) Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price by 0.0001102.

(4) Represents the maximum number of shares of The First Bancshares, Inc. common stock, par value $1.00 per share, that could be issued to holders of common stock Heritage Southeast Bancorporation, Inc. in connection with the merger described herein (excluding any shares of Heritage Southeast Bancorporation, Inc. common stock issuable in exchange for outstanding stock options, if exercised prior to the closing of the transaction). This number is based upon the sum of (i) 7,020,849 shares of Heritage Southeast Bancorporation, Inc. common stock outstanding as of July 27, 2022, and (ii) 194,110 shares of Heritage Southeast Bancorporation, Inc. common stock issuable in connection with certain Supplemental Executive Retirement Plan Agreements, multiplied by 0.965, the exchange ratio for Heritage Southeast Bancorporation, Inc. shares in the merger. Pursuant to Rule 416, this registration statement also covers additional shares that may be issued as a result of stock splits, stock dividends or similar transactions. In the event the number of shares of common stock required to be issued to consummate the merger described herein is increased after the date this registration statement is declared effective, The First Bancshares, Inc. will register such additional shares in accordance with Rule 413 under the Securities Act of 1933, as amended (the “Securities Act”), by filing a registration statement pursuant to Rule 462(b) or Rule 429 under the Securities Act, as applicable, with respect to such additional shares.

(5) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, and calculated in accordance with Rules 457(c) and 457(f) promulgated thereunder. The proposed maximum aggregate offering price is (i) $28.66, the average of the high and low prices reported for Heritage Southeast Bancorporation, Inc. common stock on the OTC Market Group’s OTCQX market on October 10, 2022, which was within five business days prior to the first date of filing the registration statement, multiplied by (ii) 7,214,959, the estimated maximum number of shares of Heritage Southeast Bancorporation, Inc. common stock to be exchanged for shares of The First Bancshares, Inc. common stock in the merger (excluding any shares of Heritage Southeast Bancorporation, Inc. common stock issuable in exchange for outstanding stock options, if exercised prior to the closing of the transaction).