Exhibit 4-3
FORM OF WARRANT AGREEMENT
THIS STOCK WARRANT AGREEMENT (the "Agreement") is made and entered into as of
this 18th day of November, 2004, by and between REGIONAL BANKSHARES, INC., (the
"Company"), and _________________________ ("Warrant Holder").
W I T N E S S E T H
WHEREAS, Warrant Holder has served as a director of the Company and Hartsville
Community Bank (the "Bank") and has committed to continue to serve as a member
of the Board of Directors of the Company and the Bank; and
WHEREAS, the Company desires to provide Warrant Holder with the right to acquire
10,000 shares of the Company's common stock, $1.00 par value per share (the
"Common Stock") pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Warrant. Subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby grants to Warrant Holder the right
(the "Warrant") to purchase all or any part of an aggregate of Ten Thousand
(10,000) shares of the Common Stock (the "Warrant Shares"), subject to
adjustment in accordance with Section 7 hereof.
2. Term.
a. The term for the exercise of said Warrant will begin at 9:00 a.m.,
Eastern Time, on November 18, 2005, and will expire at 5:00 p.m.,
Eastern Time, on the earlier of November 18, 2014, or 90 days after
Warrant Holder ceases to serve as a member of the Board of Directors of
the Bank (the "Expiration Time"). The right to exercise the Warrants
will vest with respect to one-third of the Warrant Shares on each of
November 18, 2005, November 18, 2006 and November 18, 2007 (the
"Vesting Dates"), so long as the Warrant Holder has served continuously
as a member of the Board of Directors of the Company and the Bank from
the date hereof until the respective Vesting Date.
b. Notwithstanding any other provision of this Agreement, the Warrants
shall expire on such earlier date as specified by the Bank, upon notice
from the Federal Deposit Insurance Corporation ("FDIC") or the South
Carolina Commissioner of Banking (the "Commissioner") that all rights
with respect to the Warrant Shares must be either exercised or
forfeited by the Warrant Holder, as a result of a determination by the
FDIC or the Commissioner that the capital of the Bank has fallen below
the minimum requirements as determined by the FDIC or the Commissioner.
3. Purchase Price. The price per share to be paid by Warrant Holder for the
shares of Common Stock subject to this Warrant shall be $13.50, subject to
adjustment as set forth in Section 6 hereof (such price, as adjusted,
hereinafter called the `Purchase Price").
4. Exercise of Warrant. The Warrant may be exercised by Warrant Holder by
delivery to the Company, at the address of the Company set forth under Section
10(a) hereof or such other address as to which the Company advises Warrant
Holder pursuant to Section 10(a) hereof, of the following:
a. Written notice of exercise specifying the number of shares of Common
Stock with respect to which the Warrant is being exercised; and
b. A cashier's or certified check payable to the Company for the full
amount of the aggregate Purchase Price for the number of shares as to
which the Warrant is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and
subject to the terms hereof, the Company shall cause to be delivered to Warrant
Holder stock certificates for the number of shares specified in the notice of
exercise, such share or shares to be registered under the name of Warrant
Holder. Notwithstanding the foregoing, the Company shall not be required to
issue or deliver any certificate for shares of the Common Stock purchased upon
exercise of the Warrant or any portion thereof prior to the fulfillment of the
following conditions:
a. The admission of such shares for listing on all stock exchanges on
which the Common Stock is then listed;
b. The completion of any registration or other qualification of such
shares which the Company shall deem necessary or advisable under any
federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory
body;
c. The obtaining of any approval or other clearance from any federal or
state governmental agency or body, which the Company shall determine to
be necessary or advisable; or
d. The lapse of such reasonable period of time following the exercise
of the Warrant as the Company from time to time may establish for
reasons of administrative convenience.
The Company shall have no obligation to obtain the fulfillment of these
conditions; provided, however, Warrant Holder shall have one full calendar year
after these conditions have been fulfilled to exercise his or her warrants
granted herein, notwithstanding any other provision herein.
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6. Antidilution, Etc.
a. If, prior to the Expiration Time, the Company shall subdivide its
outstanding shares of Common Stock into a greater number of shares, or
declare and pay a dividend of its Common Stock payable in additional
shares of its Common Stock, the Purchase Price as then in effect shall
be proportionately reduced, and the number of shares of Common Stock
then subject to exercise under the Warrant (and not previously
exercised) shall be proportionately increased.
b. If, prior to the Expiration Time, the Company shall combine its
outstanding shares of the Common Stock into a smaller number of shares,
the Purchase Price, as then in effect, shall be proportionately
increased, and the number of shares of Common Stock then subject to
exercise under the Warrant (and not previously exercised), shall be
proportionately reduced.
7. Reorganization, Reclassification, Consolidation or Merger. If, prior to the
Expiration Time, there shall be any reorganization or reclassification of the
Common Stock (other than a subdivision or combination of shares provided for in
Section 6 hereof), or any consolidation or merger of the Company with another
entity, the Warrant Holder shall thereafter be entitled to receive, during the
term hereof and upon payment of the Purchase Price, the number of shares of
stock or other securities or property of the Company or of the successor entity
(or its parent company) resulting from such consolidation or merger, as the case
may be, to which a holder of the Common Stock, deliverable under the exercise of
this Warrant, would have been entitled upon such reorganization,
reclassification, consolidation or merger; and in any case, appropriate
adjustment (as determined by the Board of Directors of the Company in its sole
discretion) shall be made in the application of the provisions herein set forth
with respect to the rights and interest thereafter of the Warrant Holder to the
end that the provisions set forth herein (including the adjustment of the
Purchase Price and the number of shares issuable upon the exercise of this
Warrant) shall thereafter be applicable, as near as may reasonably be
practicable, in relation to any shares or other property thereafter deliverable
upon the exercise hereof.
8. Notice of Adjustments. Upon any adjustment provided for in Section 6 or
Section 7 hereof, the Company, within thirty (30) days thereafter, shall give
written notice thereof to the Warrant Holder at the address set forth under
Section 10(a) hereof or such other address as Warrant Holder may advise the
Company pursuant to Section 10(a) hereof, which notice shall state the Warrant
Price as adjusted and the increased or decreased number of shares purchasable
upon the exercise of this Warrant, setting forth in reasonable detail the method
of calculation of each.
9. Transfer and Assignment.
a. This Warrant may not be assigned, transferred (except as aforesaid),
pledged or hypothecated in any way (whether by operation of law or
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otherwise) and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or
other disposition of this Warrant shall be null and void and without
legal effect.
b. Shares of Common Stock acquired by exercise of the Warrant granted
hereby may not be transferred or sold unless the transfer is exempt
from further regulatory approval or otherwise permissible under
applicable law, including state and federal securities laws, and will
bear a legend to this effect.
10. Miscellaneous.
a. All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the
third business day after mailing, to the following address (or at such
other address as a party may notify the other hereunder):
To the Company:
Regional Bankshares, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Xx.
To the Warrant Holder:
______________________________________
______________________________________
______________________________________
b. The Company covenants that it has reserved and will keep available,
solely for the purpose of issue upon the exercise hereof, a sufficient
number of shares of Common Stock to permit the exercise hereof in full.
c. No holder of this Warrant, as such, shall be entitled to vote or
receive dividends with respect to the shares of Common Stock subject
hereto or be deemed to be a shareholder of the Company for any purpose
until such Common Stock has been issued.
d. This Warrant may be amended only by an instrument in writing
executed by the party against whom enforcement of amendment is sought.
e. This Warrant may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
f. This Warrant shall be governed by and construed and enforced in
accordance with the laws of the State of South Carolina.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officers and its bank seal to be affixed hereto, and the Warrant
Holder has executed this Warrant under seal, all as of the day and year first
above written.
REGIONAL BANKSHARES, INC.
By:
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Xxxxxx X. Xxxxx, Xx.
President
WARRANT HOLDER
(SEAL)
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(Print Name)
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