Common use of Sales by the Underwriter Clause in Contracts

Sales by the Underwriter. It is understood that, after the Registration Statement becomes effective, the Underwriter proposes to sell the Shares to the public as agent for the Company upon the terms and conditions set forth in the Prospectus. The escrow procedures established by the Underwriter shall comply with Commission Rule 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All subscribers to whom the Underwriter directly sells Shares shall be instructed to make their check for payment of the Shares payable to "Carolina Bank Holdings, Inc. Escrow Account." In addition, the Underwriter shall comply with Rule 15c2-4. The Underwriter shall transmit all funds it receives from subscribers to SunTrust Bank, the escrow agent (the "Escrow Agent") by noon of the next business day following receipt thereof. Only broker/dealers who are either (i) members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") that are registered with the NASD and maintain net capital pursuant to Rule 15c3-1 promulgated under the Exchange Act of not less than $25,000 or (ii) dealers with their principal places of business located outside the United States, its territories and its possessions and not registered as brokers or dealers under the Exchange Act, who have agreed not to make any sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein shall be designated selected dealers by the Underwriter. The Underwriter shall require all selected dealers to comply with Rule 15c2-4.

Sales by the Underwriter. It is understood that, after the Registration Statement becomes effective, the Underwriter proposes to sell the Shares to the public as agent for the Company Premier upon the terms and conditions set forth in the Prospectus. The escrow procedures established by the Underwriter shall comply with Commission Rule 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All subscribers purchasers to whom the Underwriter directly sells Shares shall be instructed to make their check for payment of the XxXxxxxx & Company, Inc. November 20, 2003 Shares payable to "Carolina Bank Holdings“Premier Community Bankshares, Inc. Escrow Account." ” In addition, the Underwriter shall comply with Rule 15c2-4. The Underwriter shall transmit all funds that it receives from subscribers purchasers to SunTrust Bank, the escrow agent (the "“Escrow Agent"”) by noon of the next business day following receipt thereof. Only broker/dealers who are either (i) members in good standing of the National Association of Securities Dealers, Inc. (the "“NASD"”) that are registered with the NASD and maintain net capital pursuant to Rule 15c3-1 promulgated under the Exchange Act of not less than $25,000 or (ii) dealers with their principal places of business located outside the United States, its territories and its possessions and not registered as brokers or dealers under the Exchange Act, who have agreed not to make any sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein shall be designated selected dealers by the Underwriter. The Underwriter shall require all selected dealers to comply with Rule 15c2-4.

Sales by the Underwriter. It is understood that, after the Registration Statement becomes effective, the Underwriter proposes you propose to sell the Shares to the public as agent for the Company upon the terms and conditions set forth in the Prospectus. The escrow procedures established by the Underwriter shall comply with Commission Rule 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All subscribers to whom the Underwriter directly sells Shares shall be instructed to make their check for payment of the Shares payable to "Carolina Bank Holdings, Inc. Millennium Bankshares Corporation Escrow Account." In addition, the Underwriter shall comply with Rule 15c2-4. The Underwriter shall transmit all funds that it receives from subscribers to SunTrust Bank, the escrow agent (the "Escrow Agent") by noon of the next business day following receipt thereof. Only broker/dealers who are either (i) members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") that are registered with the NASD and maintain net capital pursuant to Rule 15c3-1 promulgated under the Exchange Act of not less than $25,000 or (ii) dealers with their principal places of business McKinnon & Company, Inc. ____________ ___, 2001 Page 6 located outside the United outsixx xxx Xnited States, its territories and its possessions and not registered as brokers or dealers under the Exchange Act, who have agreed not to make any sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein shall be designated selected dealers by the Underwriter. The Underwriter shall require all selected dealers to comply with Rule 15c2-4.

Sales by the Underwriter. It is understood that, after the ------------------------ Registration Statement becomes effective, the Underwriter proposes to sell the Shares to the public as agent for the Company Crescent upon the terms and conditions set forth in the Prospectus. The escrow procedures established by the Underwriter shall comply with Commission Rule 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All subscribers to whom the Underwriter directly sells Shares shall be instructed to make their check for payment of the Shares payable to "Carolina Bank Holdings, Inc. Crescent Financial Corporation Escrow Account." In addition, the Underwriter shall comply with Rule 15c2-4. The Underwriter shall transmit all funds it receives from subscribers to SunTrust Bank, the escrow agent (the "Escrow Agent") by noon of the next business day following receipt thereof. Only broker/dealers who are either (i) members in good XxXxxxxx & Company, Inc. _____________ __, 2002 Page 6 standing of the National Association of Securities Dealers, Inc. (the "NASD") that are registered with the NASD and maintain net capital pursuant to Rule 15c3-1 promulgated under the Exchange Act of not less than $25,000 or (ii) dealers with their principal places of business located outside the United States, its territories and its possessions and not registered as brokers or dealers under the Exchange Act, who have agreed not to make any sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein shall be designated selected dealers by the Underwriter. The Underwriter shall require all selected dealers to comply with Rule 15c2-4.