WACCAMAW BANKSHARES, INC. Units Consisting of One Share of Series B Convertible Preferred Stock and One Warrant UNDERWRITING AND ADVISORY AGREEMENTUnderwriting and Advisory Agreement • July 2nd, 2009 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
Waccamaw Bankshares, Inc., a North Carolina corporation (the “Company”), proposes to employ you (“you” or the “Underwriter”) to advise the Company in the structure of rights and public offerings of the Company’s units consisting of one share of series B convertible preferred stock and one warrant to purchase one share of the Company’s common stock (the “Units”), and, as agent of the Company, to assist in the sale on a best efforts basis of (i) up to __________ Units in the public offering (the “Public Offering”), less (ii) any Units that were purchased by 5:00 p.m. Eastern Time, __________, 2009 in the Company’s rights offering of __________ Units (the “Rights Offering”).
WARRANT AGREEMENTWarrant Agreement • July 2nd, 2009 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
THIS AGREEMENT, dated as of this _____ day of __________, 2009, by and between Waccamaw Bankshares, Inc., a North Carolina corporation (the “Company”) and First-Citizens Bank & Trust Company, Raleigh, North Carolina (the “Transfer Agent”).
WACCAMAW BANKSHARES, INC. Units Consisting of One Share of Series B Mandatory Convertible 7% Non-cumulative Perpetual Preferred Stock (Liquidation Amount $25.00 per Preferred Security) and One Warrant to Purchase One Share of Common Stock SELECTED...Selected Dealer Agreement • July 2nd, 2009 • Waccamaw Bankshares Inc • State commercial banks • Virginia
STATE OF NORTH CAROLINA COUNTY OF COLUMBUSControl Agreement • July 2nd, 2009 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
THIS CHANGE OF CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of March 25, 2009, by and between WACCAMAW BANK and WACCAMAW BANKSHARES, INC., both of Whiteville, North Carolina (together “Waccamaw”) and J. Daniel Hardy (“Officer”).
For Company Use (Do Not Fill In)Waccamaw Bankshares Inc • July 2nd, 2009 • State commercial banks
The undersigned, having received and reviewed the prospectus dated [ ¡ ], 2009 of Waccamaw Bankshares, Inc. (the “Company”), a financial holding company organized under the laws of State of North Carolina, and in sole reliance on the information contained therein, hereby subscribes for units each consisting of one share of the Company’s series B preferred stock and one warrant to purchase one share of our no par value common stock at a price of $5.00 per share at any time for five years following the issuance of the warrant. The undersigned is entitled to subscribe for one unit for every fourteen shares of common stock of the Company held of record as of May 15, 2009. Fractional units will not be sold. The undersigned may not transfer or assign his/her subscription rights. The undersigned may “oversubscribe” for additional units. Such oversubscriptions will be filled in whole or in part at the sole discretion of the Company. To the extent that they are filled, oversubscriptions will be
