EXHIBIT 10.2
NOTICE: THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT
TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT
STOCK WARRANT AGREEMENT
This Stock Warrant Agreement is entered into as of this ____ day of
________, 2001, by and between _________________, ("Holder") and Carolina
National Corporation (the "Company").
1. For and in consideration of (a) the Holder's time, expertise and efforts
in organizing the Company and its subsidiary national bank (the "Bank"), (b) the
Holder's purchase of and subscription to purchase Company common stock to fund
the organizational expenses of the Company and the Bank and provide capital for
the Bank, and (c) the Holder's agreement to remain involved in the Bank by
service on its board of directors or advisory board or through reasonable
efforts to refer business to the Bank and otherwise support the Bank and
contribute to its success during its initial years the Company hereby grants to
Holder Warrants to purchase _____ shares of the common stock of the Company,
subject to the terms and conditions hereof.
2. In the event of exercise of the Warrants, unless the shares have been
registered under the Securities Act of 1933, as amended, the Holder represents
and warrants to the Company that the shares purchased pursuant to Warrants will
be acquired for investment and not with a view to distribution thereof and the
Holder acknowledges that the shares received will bear an appropriate
restrictive legend.
3. The exercise price of the Warrants granted hereby shall be $10.00 per
share.
4. The Warrants granted hereby may be exercised at any time prior to their
cancellation or expiration by the tender of the exercise price in cash for the
shares to be purchased to the Chief Financial Officer of the Company.
5. If (a) the Bank's capital falls below the minimum requirements
determined by the Office of the Comptroller of the Currency (the "OCC") and the
Bank is directed by the OCC to require the holders of all outstanding warrants
to exercise those warrants and (b) the Holder fails to exercise the Warrants
promptly thereafter, then the Warrants granted hereby shall be automatically
cancelled.
6. All rights to purchase granted by this Stock Warrant Agreement which
have not previously expired, been cancelled or been exercised shall expire on
the tenth anniversary of the date first above written.
7. Nothing in this Stock Warrant Agreement shall give the Holder any rights
of a shareholder of the Company prior to the exercise of the Warrants granted
hereby and the issuance of the stock purchased thereunder.
8. The Warrants are not transferable without the written consent of the
Company; provided, however, that the Holder may transfer the Warrants to a
trust, partnership, company, corporation or other entity which is controlled by
the Holder if the Holder continues to have exercise and dispositive control over
the Warrants. Upon the disability of the Holder the Warrants may be exercised by
the Holder's legal guardian. Upon the death of the Holder the Warrants may be
exercised by the Holder's personal representative or transferred by devise or
distribution. Notwithstanding any permitted transfer under this paragraph, the
Warrants may not be transferred by the transferee except as specifically
permitted in this paragraph. No transfer shall be valid unless it is
acknowledged in writing by the Company.
9. The Warrants granted hereby shall be treated as a number of Warrants to
purchase one share of the common stock of the Company for the exercise price.
Warrants which are exercisable may be exercised in any combination designated by
the Holder. Notwithstanding any other provision hereof, no Warrant may be
exercised for a fractional share.
10. If the outstanding shares of common stock of the Company then subject
to this Agreement are increased or decreased, or are changed into or exchanged
for a different number or kind of shares or securities, as a result of one or
more reorganizations, recapitalizations, stock splits, reverse stock splits,
stock dividends or the like, appropriate adjustments shall be made in the number
and/or kind of shares or securities for which Warrants may thereafter be
exercised. Any such adjustment in outstanding Warrants shall be made without
changing the aggregate exercise price applicable to the unexercised portions of
such Warrants. Any such adjustment made by the Company shall be binding.
11. Any dispute arising under this Stock Warrant Agreement shall be settled
by binding arbitration conducted pursuant to the rules of the American
Arbitration Association then in effect held in Columbia, South Carolina.
In witness whereof, the parties have caused this Stock Warrant Agreement to
be executed and delivered as of the date first above written.
CAROLINA NATIONAL CORPORATION
By:
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HOLDER
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[Name]
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