Common use of Conditions to Obligations of the Agent Clause in Contracts

Conditions to Obligations of the Agent. The obligations of the Agent hereunder are subject to the condition that all representations and warranties and other statements of the Company are, at and as of the commencement of the Offering and at and as of the applicable Closing Date, true and correct in all material respects and the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and the following additional conditions: a. No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the Agent shall have objected in writing. b. The Registration Statement and any registration statement required to be filed, prior to the sale of the Shares, under the 1933 Act pursuant to Rule 424(b) shall have been filed and shall have become effective under the 1933 Act. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings initiated under Section 8(d) or 8(e) of the 1933 Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading; and (iii) none of the Prospectus or any amendment or supplement thereto shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. x. XxXxxx Law Firm, P.A., counsel for the Company, shall have furnished to the Agent its written opinion, dated as of each Closing Date, in form and substance satisfactory to the Agent, substantially to the effect set forth in Appendix 6 hereto; in rendering the opinions required by this section, such counsel, with the consent of Agent’s counsel, may rely, as to matters of fact, upon certificates and representations of officers of the Company and on certificates of public officials. e. At the time of the execution of this Agreement, the Agent shall have received from Xxxxxxx Xxxxx, LLC a letter dated such date, in form and substance satisfactory to the Agent to the effect that: i. Xxxxxx Xxxxx, LLC are independent certified public accountants with respect to the Company within the meaning of the 1933 Act and the applicable published rules and regulations adopted by the Commission and the PCAOB; ii. In the opinion of Xxxxxx Xxxxx, LLC, the financial statements audited by Xxxxxx Xxxxx, LLC and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the related rules and regulations adopted by the Commission; iii. For the purposes of providing such letter, Xxxxxx Xxxxx, LLC has read the fiscal 2008 minutes of meetings of shareholders, the Board of Directors and any committees of the Board of Directors of the Company, as set forth in the minute books as of a date within five days of the Effective Time, officials of the Company advising Xxxxxx Xxxxx, LLC that the minutes of all such meetings through that date were set forth therein; and iv. Such additional statements relating to the unaudited quarterly financial statements of the Company subsequent to the date of Company’s most recent audited financial statements as the Agent may reasonably request. f. At each Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and Chief Financial Officer of each of the Company and the Bank (if the Bank is capitalized at such time), dated the Closing Date, to the effect that (i) they have carefully examined the Prospectus and, as of its date, the date it was filed with the Commission, and the applicable Closing Date, the Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) there has not been, since the respective dates as of which information is given in the Prospectus, any material adverse change in the financial condition or in the management, earnings, capital, properties, business prospects or business affairs of the Company or the Bank, considered as one enterprise, whether or not arising in the ordinary course of business; (iii) the representations and warranties contained in Section 3 of this Agreement are true and correct in all material respects with the same force and effect as though made at and as of such Closing Date; (iv) the Company and the Bank have complied in all material respects with all material agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such Closing Date including the conditions contained in this Section 8; (v) no stop order has been issued or, to their knowledge, is threatened, by the Commission, a Regulatory Agency, the Federal Reserve or any other governmental body; (vi) no order suspending the Offering, the acquisition of all of the shares of the Bank by the Company or the effectiveness of the Prospectus has been issued and to their knowledge, no proceedings for any such purpose have been initiated or threatened by any Regulatory Agency, the Federal Reserve or any other federal or state authority; and (vii) to their knowledge, no person has sought to obtain regulatory or judicial review of the action of the OCC, the FDIC or the Federal Reserve in granting preliminary approval of the Applications or the Holding Company Application. g. Neither the Company nor the Bank shall have sustained since the date of the latest audited financial statements included in the Registration Statement or the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any material change in the long-term debt of the Company or the Bank or any material change, or any development, involving a prospective material change in or affecting the general affairs of the management, financial position, shareholders’ equity (deficit) or results of operations of the Company or the Bank, otherwise than as set forth in or contemplated by the Registration Statement and the Prospectus, the effect of which, in any such case described above, is in the Agent’s reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the sale of the Shares on the terms and in the manner contemplated in the Prospectus. h. Prior to and at each Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the management, financial condition, earnings, capital, properties or business affairs of the Company or the Bank independently, or of the Company and the Bank, considered as one enterprise, from that as of the latest dates as of which such condition is set forth in the Prospectus, except as referred to therein or contemplated thereby; (ii) there shall have been no material transaction entered into by the Company and the Bank, considered as one enterprise, from the latest date as of which the financial condition of the Company or the Bank is set forth in the Prospectus other than transactions referred to or contemplated therein; (iii) the Company or the Bank shall not have received from the OCC, the Federal Reserve or the FDIC any direction (oral or written) to make any material change in the method of conducting their respective businesses with which they have not complied in all material respects (which direction, if any, shall have been disclosed to the Agent) and which would reasonably be expected to have a Material Adverse Effect; (iv) neither the Company nor the Bank shall have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or instrument relating to any material outstanding indebtedness; (v) no action, suit or proceedings, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or, to the knowledge of the Chief Executive Officer of the Company or the Bank, threatened against the Company or the Bank or affecting any of their properties wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect; and (vi) the Shares shall have been qualified or registered for offering and sale under the securities or Blue Sky Laws of the jurisdictions as to which the Company and the Agent shall have agreed. i. At or prior to such Closing Date, the Agent shall receive (i) a copy of the letters from the OCC and the FDIC granting preliminary approval of the Applications, (ii) a copy of the order from the Commission declaring the Registration Statement effective, (iii) a certificate of existence from the State of South Carolina evidencing the existence of the Company and (iv) a copy of the letter from the Federal Reserve granting preliminary approval of the Holding Company Application. j. Subsequent to the date hereof, there shall not have occurred any of the following: (i) a suspension or limitation in trading in securities generally on the New York Stock Exchange or American Stock Exchange or in the over-the-counter market, or quotations halted generally on the Nasdaq Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or FINRA or by order of the Commission or any other governmental authority; or (ii) a general moratorium on the operations of commercial banks or other federally-insured financial institutions or general moratorium on the withdrawal of deposits from commercial banks or other federally-insured financial institutions declared by either federal or state authorities if the effect of either of (i) or (ii) herein, in the Agent’s reasonable judgment, makes it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus and the Agent shall have promptly notified the Company of such event. k. FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the terms of this Agreement and Agent’s compensation hereunder. l. Upon the Bank’s capitalization, provided the Commencement Date has occurred without this Agreement having been terminated, the Company shall, or shall have caused the Bank to, deliver the Assumption Agreement duly executed by the Bank to the Agent as contemplated by Section 6(s) hereof.

Conditions to Obligations of the Agent. The obligations of the Agent hereunder and immediately prior to the initial Closing of the Offering and each subsequent Closing are subject to the condition that all representations and warranties and other statements of the Company are, at and as of the commencement of the Offering and at and as of the applicable each Closing Date, true and correct in all material respects and the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and the following additional conditions: a. (a) No Prospectus Registration Statement or amendment or supplement to the Registration Statement or the Prospectus thereto shall have been filed distributed to which the Agent shall have objected in writing. b. The Registration Statement and any registration statement required to be filed(b) Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP, prior counsel for the Agent, shall have furnished to the sale Agent such opinion or opinions, dated as of each Closing Date, with respect to such matters as the SharesAgent may reasonably request, under the 1933 Act pursuant to Rule 424(b) and such counsel shall have been filed received such papers and shall have become effective under the 1933 Actinformation as they may reasonably request to enable them to pass upon such matters. (ic) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings initiated under Section 8(d) or 8(e) of the 1933 Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading; and (iii) none of the Prospectus or any amendment or supplement thereto shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. x. XxXxxx Law Firm, P.A.Xxxxxx & Xxxxxx PLLC, counsel for the Company, shall have furnished to the Agent its written opinion, dated as of each Closing Date, in a form and substance reasonably satisfactory to the Agent and Agent, substantially ’s counsel and to the such further effect as set forth in Appendix 6 hereto; in rendering the opinions required by this section, such counsel, with the consent of Agent’s counsel, may rely, as to matters of fact, upon certificates and representations of officers of the Company and on certificates of public officialsII. e. (d) At the time of the execution of this Agreement, the Agent shall have received from Xxxxxxx Xxxxx& Xxxxxxx Certified Public Accountants, LLC a letter dated such date, in form and substance satisfactory to the Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to the effect that: i. Xxxxxx Xxxxx, LLC are independent certified public accountants underwriters with respect to the Company within financial statements and certain financial information contained in the meaning of Registration Statement. (e) At each Closing Date, the 1933 Act and the applicable published rules and regulations adopted by the Commission and the PCAOB; ii. In the opinion of Xxxxxx XxxxxAgent shall have received from Xxxxxxx & Xxxxxxx Certified Public Accountants, LLC, a letter, dated as of Closing Date, to the financial effect that they reaffirm the statements audited by Xxxxxx Xxxxx, LLC and included made in the Registration Statement comply as letter furnished pursuant to form in all material respects with subsection (d) of this Section, except that the applicable accounting requirements of the 1933 Act and the related rules and regulations adopted by the Commission; iii. For the purposes of providing such letter, Xxxxxx Xxxxx, LLC has read the fiscal 2008 minutes of meetings of shareholders, the Board of Directors and any committees of the Board of Directors of the Company, as set forth in the minute books as of specified date referred to shall be a date within five not more than three business days of the Effective Time, officials of the Company advising Xxxxxx Xxxxx, LLC that the minutes of all such meetings through that date were set forth therein; and iv. Such additional statements relating prior to the unaudited quarterly financial statements of the Company subsequent to the date of Company’s most recent audited financial statements as the Agent may reasonably requestClosing Date. f. (f) At each Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and Chief Financial Officer of each of the Company and the Bank (if the Bank is capitalized at such time)Company, dated the Closing Date, solely in their respective capacities as officers of the Company, to the effect that (i) they have carefully examined the Prospectus Registration Statement and, as of its date, the date it was filed with the Commission, and the applicable Closing Datetime of purchase, the Prospectus Registration Statement did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) there has not been, since the respective dates as of which information is given in the ProspectusRegistration Statement, any material adverse change Material Adverse Effect except as disclosed in the financial condition or in the management, earnings, capital, properties, business prospects or business affairs of the Company or the Bank, considered as one enterprise, whether or not arising in the ordinary course of businessRegistration Statement; (iii) the representations and warranties contained in Section 3 of this Agreement are true and correct in all material respects with the same force and effect as though made at and as of such the Closing Date; (iv) the Company and the Bank have has complied in all material respects with all material agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such the Closing Date including the conditions contained in this Section 87; (v) no stop order has been issued or, to the best of their knowledge, is threatened, by the Commission, a Regulatory Agency, the Federal Reserve or any other governmental body; and (vi) no order suspending the Offering, the acquisition of all of the shares of the Bank by the Company or the effectiveness of the Prospectus Offering has been issued and to the best of their knowledge, no proceedings for any such purpose have been initiated or threatened by any Regulatory Agency, the Federal Reserve Agency or any other federal or state authority; and (vii) to their knowledge, no person has sought to obtain regulatory or judicial review of the action of the OCC, the FDIC or the Federal Reserve in granting preliminary approval of the Applications or the Holding Company Application. g. Neither the (g) The Company nor the Bank shall not have sustained since the date of the latest audited financial statements included in the Registration Statement or the ProspectusStatement, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the ProspectusStatement, and since the respective dates as of which information is are given in the Registration Statement and the ProspectusStatement, there shall not have been any material change in the long-term debt of the Company or the Bank or any material change, or any development, involving a prospective material change in or affecting the general affairs of the management, financial position, shareholdersstockholders’ equity (deficit) or results of operations of the Company or the BankCompany, otherwise than as set forth in or contemplated by in the Registration Statement and the ProspectusStatement, the effect of which, in any such case described above, is in the Agent’s reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the sale delivery of the Shares on the terms and in the manner contemplated in the ProspectusRegistration Statement. h. (h) Prior to and or at each Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the management, financial condition, earnings, capital, properties or business affairs of the Company or the Bank independently, or of the Company and the Bank, considered as one enterprise, Material Adverse Effect independently from that as of the latest dates as of which such condition is set forth in the ProspectusRegistration Statement, except as referred to therein or contemplated therebytherein; (ii) there shall have been no material transaction entered into by the Company and the Bank, considered as one enterprise, from the latest date as of which the financial condition of the Company or the Bank is set forth in the Prospectus Registration Statement other than transactions referred to or contemplated therein; (iii) the Company or the Bank shall not have received from the OCC, the Federal Reserve or the FDIC any Regulatory Agencies any direction (oral or written) to make any material change in the method of conducting their respective businesses its business with which they have it has not complied in all material respects (which direction, if any, shall have been disclosed to the Agent) and which would reasonably be expected to have a Material Adverse Effect; (iv) neither the Company nor the Bank shall not have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or instrument relating to any material outstanding indebtedness; (v) no action, suit or proceedings, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or, to the knowledge of the Chief Executive Officer of the Company or the BankCompany, threatened against the Company or the Bank or affecting any of their properties wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect; and (vi) the Shares shall have been qualified or registered for offering and sale under the securities or Blue Sky Laws blue sky laws of the jurisdictions as to which the Company and the Agent shall have agreed. i. At or prior to such Closing Date, the Agent shall receive (i) a copy of the letters from the OCC and the FDIC granting preliminary approval of the Applications, (ii) a copy of the order from the Commission declaring the Registration Statement effective, (iii) a certificate of existence from the State of South Carolina evidencing the existence of the Company and (iv) a copy of the letter from the Federal Reserve granting preliminary approval of the Holding Company Application. j. Subsequent to the date hereof, there shall not have occurred any of the following: (i) a suspension or limitation in trading in securities generally on the New York Stock Exchange or American Stock Exchange or in the over-the-counter market, or quotations halted generally on the Nasdaq Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or FINRA or by order of the Commission or any other governmental authority; or (ii) a general moratorium on the operations of commercial banks or other federally-insured financial institutions or general moratorium on the withdrawal of deposits from commercial banks or other federally-insured financial institutions declared by either federal or state authorities authorities; (ii) the engagement by the United States in hostilities which have resulted in the declaration, on or after the date hereof, of a national emergency or war; or (iii) a material decline in the price of equity or debt securities, if the effect of either any of (i) or through (iiiii) herein, in the Agent’s reasonable judgment, makes it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus and the Agent shall have promptly notified the Company of such eventStatement. k. (j) FINRA shall have has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the terms of this Agreement and the Agent’s compensation hereunder. l. Upon the Bank’s capitalization, provided the Commencement Date has occurred without this Agreement having been terminated, the Company shall, or shall have caused the Bank to, deliver the Assumption Agreement duly executed by the Bank to the Agent as contemplated by Section 6(s) hereof.

Conditions to Obligations of the Agent. The obligations of the Agent hereunder and immediately prior to the initial Closing of the Offering and each subsequent Closing are subject to the condition that all representations and warranties and other statements of the Company are, at and as of the commencement of the Offering and at and as of the applicable each Closing Date, true and correct in all material respects and the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and the following additional conditions: a. (a) No Prospectus Registration Statement or amendment or supplement to the Registration Statement or the Prospectus thereto shall have been filed distributed to which the Agent shall have objected in writing. b. The Registration Statement and any registration statement required to be filed(b) Nxxxxx Xxxxxxx Xxxxx & Scarborough LLP, prior counsel for the Agent, shall have furnished to the sale Agent such opinion or opinions, dated as of each Closing Date, with respect to such matters as the SharesAgent may reasonably request, under the 1933 Act pursuant to Rule 424(b) and such counsel shall have been filed received such papers and shall have become effective under the 1933 Actinformation as they may reasonably request to enable them to pass upon such matters. (ic) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings initiated under Section 8(d) or 8(e) of the 1933 Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading; and (iii) none of the Prospectus or any amendment or supplement thereto shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. x. XxXxxx Law Firm, P.A.Mxxxxx & Mxxxxx PLLC, counsel for the Company, shall have furnished to the Agent its written opinion, dated as of each Closing Date, in a form and substance reasonably satisfactory to the Agent and Agent, substantially ’s counsel and to such further effect as counsel to the effect set forth in Appendix 6 hereto; in rendering the opinions required by this section, such counsel, with the consent of Agent’s counsel, Agent may rely, as to matters of fact, upon certificates and representations of officers of the Company and on certificates of public officials.reasonably request: e. (d) At the time of the execution of this Agreement, the Agent shall have received from Xxxxxxx XxxxxCherry, LLC Bekaert & Holland, L.L.P. a letter dated such date, in form and substance satisfactory to the Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to the effect that: i. Xxxxxx Xxxxx, LLC are independent certified public accountants underwriters with respect to the Company within the meaning of the 1933 Act and the applicable published rules and regulations adopted by the Commission and the PCAOB; ii. In the opinion of Xxxxxx Xxxxx, LLC, the financial statements audited by Xxxxxx Xxxxx, LLC and included certain financial information contained in the Registration Statement comply as to form in all material respects with Statement. (e) At each Closing Date, the applicable accounting requirements of the 1933 Act and the related rules and regulations adopted by the Commission; iii. For the purposes of providing such Agent shall have received from Cherry, Bekaert & Holland, L.L.P., a letter, Xxxxxx Xxxxxdated as of Closing Date, LLC has read to the fiscal 2008 minutes of meetings of shareholders, effect that they reaffirm the Board of Directors and any committees of the Board of Directors of the Company, as set forth statements made in the minute books as letter furnished pursuant to subsection (d) of this Section, except that the specified date referred to shall be a date within five not more than three business days of the Effective Time, officials of the Company advising Xxxxxx Xxxxx, LLC that the minutes of all such meetings through that date were set forth therein; and iv. Such additional statements relating prior to the unaudited quarterly financial statements of the Company subsequent to the date of Company’s most recent audited financial statements as the Agent may reasonably requestClosing Date. f. (f) At each Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and Chief Financial Officer of each of the Company and the Bank (if the Bank is capitalized at such time)Company, dated the Closing Date, solely in their respective capacities as officers of the Company, to the effect that (i) they have carefully examined the Prospectus Registration Statement and, as of its date, the date it was filed with the Commission, and the applicable Closing Datetime of purchase, the Prospectus Registration Statement did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) there has not been, since the respective dates as of which information is given in the ProspectusRegistration Statement, any material adverse change in the financial condition or in the management, earnings, capital, properties, business prospects or business affairs of the Company or the Bank, considered except as one enterprise, whether or not arising disclosed in the ordinary course of businessRegistration Statement; (iii) the representations and warranties contained in Section 3 of this Agreement are true and correct in all material respects with the same force and effect as though made at and as of such the Closing Date; (iv) the Company and the Bank have has complied in all material respects with all material agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such the Closing Date including the conditions contained in this Section 87; (v) no stop order has been issued or, to the best of their knowledge, is threatened, by the Commission, a Regulatory Agency, the Federal Reserve or any other governmental body; and (vi) no order suspending the Offering, the acquisition of all of the shares of the Bank by the Company or the effectiveness of the Prospectus Offering has been issued and to the best of their knowledge, no proceedings for any such purpose have been initiated or threatened by any Regulatory Agency, the Federal Reserve Agency or any other federal or state authority; and (vii) to their knowledge, no person has sought to obtain regulatory or judicial review of the action of the OCC, the FDIC or the Federal Reserve in granting preliminary approval of the Applications or the Holding Company Application. g. Neither the (g) The Company nor the Bank shall not have sustained since the date of the latest audited financial statements included in the Registration Statement or the ProspectusStatement, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the ProspectusStatement, and since the respective dates as of which information is are given in the Registration Statement and the ProspectusStatement, there shall not have been any material change in the long-term debt of the Company or the Bank or any material change, or any development, involving a prospective material change in or affecting the general affairs of the management, financial position, shareholdersstockholders’ equity (deficit) or results of operations of the Company or the BankCompany, otherwise than as set forth in or contemplated by in the Registration Statement and the ProspectusStatement, the effect of which, in any such case described above, is in the Agent’s reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the sale delivery of the Shares on the terms and in the manner contemplated in the ProspectusRegistration Statement. h. (h) Prior to and or at each Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the management, financial condition, condition or in the earnings, capital, properties or business affairs of the Company or the Bank independently, or of the Company and the Bank, considered as one enterprise, independently from that as of the latest dates as of which such condition is set forth in the ProspectusRegistration Statement, except as referred to therein or contemplated therebytherein; (ii) there shall have been no material transaction entered into by the Company and the Bank, considered as one enterprise, from the latest date as of which the financial condition of the Company or the Bank is set forth in the Prospectus Registration Statement other than transactions referred to or contemplated therein; (iii) the Company or the Bank shall not have received from the OCC, the Federal Reserve or the FDIC any Regulatory Agencies any direction (oral or written) to make any material change in the method of conducting their respective businesses its business with which they have it has not complied in all material respects (which direction, if any, shall have been disclosed to the Agent) and which would reasonably be expected to have a Material Adverse Effectmaterial and adverse effect on the management, condition (financial or otherwise) or on the earnings, capital, properties or business affairs of the Company and its subsidiaries considered as one enterprise; (iv) neither the Company nor the Bank shall not have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or instrument relating to any material outstanding indebtedness; (v) no action, suit or proceedings, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or, to the knowledge of the Chief Executive Officer of the Company or the BankCompany, threatened against the Company or the Bank or affecting any of their properties wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effectmaterial and adverse effect on the management, financial condition or on the earnings, capital, properties or business affairs of the Company; and (vi) the Shares shall have been qualified or registered for offering and sale under the securities or Blue Sky Laws blue sky laws of the jurisdictions as to which the Company and the Agent shall have agreed. i. At or prior to such Closing Date, the Agent shall receive (i) a copy of the letters from the OCC and the FDIC granting preliminary approval of the Applications, (ii) a copy of the order from the Commission declaring the Registration Statement effective, (iii) a certificate of existence from the State of South Carolina evidencing the existence of the Company and (iv) a copy of the letter from the Federal Reserve granting preliminary approval of the Holding Company Application. j. Subsequent to the date hereof, there shall not have occurred any of the following: (i) a suspension or limitation in trading in securities generally on the New York Stock Exchange or American Stock Exchange or in the over-the-counter market, or quotations halted generally on the Nasdaq Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or FINRA or by order of the Commission or any other governmental authority; or (ii) a general moratorium on the operations of commercial banks or other federally-insured financial institutions or general moratorium on the withdrawal of deposits from commercial banks or other federally-insured financial institutions declared by either federal or state authorities authorities; (ii) the engagement by the United States in hostilities which have resulted in the declaration, on or after the date hereof, of a national emergency or war; or (iii) a material decline in the price of equity or debt securities, if the effect of either any of (i) or through (iiiii) herein, in the Agent’s reasonable judgment, makes it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus and the Agent shall have promptly notified the Company of such eventStatement. k. FINRA shall have (j) The NASD has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the terms of this Agreement and the Agent’s compensation hereunder. l. Upon the Bank’s capitalization, provided the Commencement Date has occurred without this Agreement having been terminated, the Company shall, or shall have caused the Bank to, deliver the Assumption Agreement duly executed by the Bank to the Agent as contemplated by Section 6(s) hereof.

Conditions to Obligations of the Agent. The obligations of the Agent hereunder and the occurrence of the Closing of the Offering are subject subject, in its discretion, to the condition that all representations and warranties and other statements of the Company are, at and as of the commencement of the Offering and at and as of the applicable Closing Date, true and correct in all material respects and the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and the following additional conditions: a. (a) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the Agent shall have objected in writing. b. (b) The Registration Statement and any registration statement required to be filed, prior to the sale of the Shares, under the 1933 Act pursuant to Rule 424(b) shall have been filed and shall have become effective under the 1933 Act. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings initiated under Section 8(d) or 8(e) of the 1933 Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading; and (iii) none of the Prospectus Preliminary Prospectuses or any the Prospectus, and no amendment or supplement thereto thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. x. XxXxxx Law Firm(d) Jenkens & Xxxxxxxxx, P.A.P.C., counsel for the Agent, shall have furnished to the Agent such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Shares being issued on the Closing Date, the Registration Statement, the Prospectus, and other related matters as the Agent may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (e) Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP, counsel for the Company, shall have furnished to the Agent its their written opinion, dated as of each the Closing Date, in form and substance satisfactory to the Agent, substantially to the effect set forth in Appendix 6 Exhibit B hereto; in rendering the opinions required by this section, such counsel, with the consent of Agent’s counsel, may rely, as to matters of fact, upon certificates and representations of officers of the Company and on certificates of public officials. e. (f) At the time of the execution of this Agreement, the Agent shall have received from Xxxxxxx Xxxxx, LLC a letter dated such date, in form and substance satisfactory to the Agent to the effect that: i. (i) Xxxxxx Xxxxx, LLC are independent certified public accountants with respect to the Company within the meaning of the 1933 Act and the applicable published rules and regulations adopted by the Commission and the PCAOB; (ii. ) In the opinion of Xxxxxx Xxxxx, LLC, the financial statements audited by Xxxxxx Xxxxx, LLC and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the related rules and regulations adopted by the Commission; (iii. ) For the purposes of providing such letter, Xxxxxx Xxxxx, LLC has read the fiscal 2008 2005 minutes of meetings of shareholders, the Board of Directors and any committees of the Board of Directors of the Company, as set forth in the minute books as of a date within five days of the Effective Time, officials of the Company advising Xxxxxx Xxxxx, LLC that the minutes of all such meetings through that date were set forth therein; and (iv. ) Such additional statements relating to the unaudited quarterly financial statements of the Company subsequent to the date of Company’s most recent audited financial statements December 31, 2005 as the Agent may reasonably request. f. At each Closing Date, (g) The Company shall have furnished or caused to be furnished to the Agent shall receive on the Closing Date a certificate of officers of the Chief Executive Officer Company, satisfactory to the Agent as to the accuracy of the representations and Chief Financial Officer of each warranties of the Company herein at and the Bank (if the Bank is capitalized at such time), dated as of the Closing Date, as to the effect that (i) they have carefully examined performance by the Prospectus and, as Company of all of its date, the date it was filed with the Commission, and the applicable Closing Date, the Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) there has not been, since the respective dates as of which information is given in the Prospectus, any material adverse change in the financial condition or in the management, earnings, capital, properties, business prospects or business affairs of the Company or the Bank, considered as one enterprise, whether or not arising in the ordinary course of business; (iii) the representations and warranties contained in Section 3 of this Agreement are true and correct in all material respects with the same force and effect as though made at and as of such Closing Date; (iv) the Company and the Bank have complied in all material respects with all material agreements and satisfied all conditions on its part obligations hereunder to be performed or satisfied at or prior to such the Closing Date including Date, as to the conditions contained matters set forth in subsections (a) and (l) of this Section 8; and as to such other matters as the Agent shall reasonably request. (vh) no stop order has been issued or, to their knowledge, is threatened, by the Commission, a Regulatory Agency, the Federal Reserve or any other governmental body; (vi) no order suspending the Offering, the acquisition of all of the shares of the Bank by the The Company or the effectiveness of the Prospectus has been issued and to their knowledge, no proceedings for any such purpose have been initiated or threatened by any Regulatory Agency, the Federal Reserve or any other federal or state authority; and (vii) to their knowledge, no person has sought to obtain regulatory or judicial review of the action of the OCC, the FDIC or the Federal Reserve in granting preliminary approval of the Applications or the Holding Company Application. g. Neither the Company nor the Bank shall not have sustained since the date of the latest audited financial statements included in the Registration Statement or the and Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is are given in the Registration Statement and the Prospectus, there shall not have been any material change in the long-term debt of the Company or the Bank or any material change, or any development, involving a prospective material change in or affecting the general affairs of the management, financial position, shareholders’ shareholder’s equity (deficit) or results of operations of the Company or the Bank, otherwise than as set forth in or contemplated by in the Registration Statement and the Prospectus, the effect of which, in any such case described above, is in the Agent’s reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the sale delivery of the Shares on the terms and in the manner contemplated in the Prospectus. h. (i) Prior to and at each the Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the management, financial condition, condition or in the earnings, capital, properties or business affairs of the Company or the Bank independently, or of the Company and the Bank, considered as one enterprise, from that as of the latest dates as of which such condition is set forth in the Prospectus, except as referred to therein or contemplated therebytherein; (ii) there shall have been no material transaction entered into by the Company and the Bank, considered as one enterprise, from the latest date as of which the financial condition of the Company or the Bank is set forth in the Prospectus other than transactions referred to or contemplated therein; (iii) the Company or the Bank shall not have received from the OCCBFI, the Federal Reserve or the FDIC any direction (oral or written) to make any material change in the method of conducting their respective businesses business with which they have it has not complied in all material respects (which direction, if any, shall have been disclosed to the Agent) and which would reasonably be expected to have a Material Adverse Effectmaterial and adverse effect on the management, condition (financial or otherwise) or on the earnings, capital, properties or business affairs of the Company or the Bank considered as one enterprise; (iv) neither the Company nor the Bank shall have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or instrument relating to any material outstanding indebtedness; (v) no action, suit or proceedings, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or, to the knowledge of the Chief Executive Officer of the Company or the Bank, threatened against the Company or the Bank or affecting any of their properties wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effectmaterial and adverse effect on the management, financial condition or on the earnings, capital, properties or business affairs of the Company or the Bank, considered as one enterprise; and (vi) the Shares shall have been qualified or registered for offering and sale under the securities or Blue Sky Laws blue sky laws of the jurisdictions as to which the Company and the Agent shall have agreed. i. (j) At or prior to such the Closing Date, the Agent shall receive (i) a copy of the letters from the OCC Office of the South Carolina Board of Financial Institutions and the FDIC granting preliminary approval of the Applications, (ii) a copy of the order from the Commission declaring the Registration Statement effective, (iii) a certificate of existence good standing from the State of South Carolina evidencing the existence good standing of the Company and (iv) a copy of the letter from the Federal Reserve granting preliminary approval of the Holding Company Application. j. (k) Subsequent to the date hereof, there shall not have occurred any of the following: (i) a suspension or limitation in trading in securities generally on the New York Stock Exchange or American Stock Exchange or in the over-the-counter market, or quotations halted generally on the Nasdaq Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or FINRA the NASD or by order of the Commission or any other governmental authority; or (ii) a general moratorium on the operations of commercial banks or other federally-insured financial institutions or general moratorium on the withdrawal of deposits from commercial banks or other federally-insured financial institutions declared by either federal or state authorities authorities; (iii) the engagement by the United States in hostilities which have resulted in the declaration, on or after the date hereof, of a national emergency or war; or (iv) a material decline in the price of equity or debt securities if the effect of either any of (i) or through (iiiv) herein, in the Agent’s reasonable judgment, makes it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus and the Agent shall have promptly notified the Company of such eventProspectus. k. FINRA shall have (l) The NASD has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the terms of this Agreement and Agent’s compensation hereunder. l. Upon the Bank’s capitalization, provided the Commencement Date has occurred without this Agreement having been terminated, the Company shall, or shall have caused the Bank to, deliver the Assumption Agreement duly executed by the Bank to the Agent as contemplated by Section 6(s) hereof.