Exhibit 4.5
COASTAL CAROLINA
BANCSHARES, INC.
CONSULTANT OPTION
AGREEMENT
, 2008
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Warrant Holder:
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No. of Shares:
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Coastal Carolina
Bancshares, Inc. (the “ Company ”), a South
Carolina corporation and the holding company for Coastal Carolina
National Bank (the “ Bank ”), hereby grants to
the person identified above as the Option Holder (the “
Option Holder ”) Options (the “ Options
”) to purchase the number of shares (the “
Shares ”) of the Company’s common stock (the
“ Common Stock ”) set forth above, in
recognition of the consulting services performed by the Option
Holder in connection with the organization of the Bank and the
Company. Such Options are granted on the following terms and
conditions:
1. Exercise of Options
. The Option Holder may exercise the Options from time to time and
receive the Shares subject to the Options, subject to the
following:
(a) Exercise Price .
The exercise price (the “ Exercise Price ”)
shall be $10.00 per Share, subject to adjustment pursuant to
Section 2 below.
(b) Expiration of Option
Term . The Options will expire at 5:00 p.m. Eastern Time
on the tenth anniversary of the opening date of the Bank (subject
to earlier termination in certain circumstances pursuant to
Section 2 or 5 below), and may not be exercised thereafter
(the “ Expiration Date ”).
(c) Payment. The
purchase price for Shares as to which the Options are being
exercised shall be paid in cash, by wire transfer, by certified or
bank cashier’s check or by personal check drawn on funds on
deposit with the Bank.
(d) Method of Exercise
. The Options shall be exercisable by a written notice delivered to
the President or Secretary of the Company which shall:
(1) State the Option
Holder’s election to exercise the Options, the number of
Shares with respect to which it is being exercised, the person in
whose name the stock certificate for such Shares is to be
registered, and such person’s address and tax identification
number (or, if more than one, the names, addresses and tax
identification numbers of such persons);
(2) Be signed by the person or
persons entitled to exercise the Options and, if the Options are
being exercised by any person or persons other than the original
Option Holder, be accompanied by proof satisfactory to counsel for
the Company of the right of such person or persons to exercise the
Options; and
(3) Be accompanied by an
executed copy of this Consultant Option Agreement.
(e) Partial Exercise .
In the event of a partial exercise of the Options, the Company
shall either issue a new agreement for the balance of the Shares
subject to this Consultant Option Agreement after such partial
exercise, or it shall conspicuously note hereon the date and number
of Shares purchased pursuant to such exercise and the number of
Shares remaining covered by this Consultant Option
Agreement.
(f) Restrictions on
Exercise . The Options may not be exercised (i) if the
issuance of the Shares upon such exercise would constitute a
violation of any applicable federal or state securities or banking
laws or other law or regulation or (ii) unless the Company or
the Option Holder, as applicable, obtains any approval or other
clearance which the Company determines to be necessary or advisable
from the Federal Reserve Board, the Federal Deposit Insurance
Corporation, the Comptroller of the Currency or any other state or
federal banking regulatory agency with regulatory authority over
the operation of Company or the Bank (collectively the “
Regulatory Agencies ”). The Company may require
representations and warranties from the Option Holder to comply
with applicable laws or regulations, including the Securities Act
of 1933, as amended (the “ Act ”), and state
securities laws. In addition, the Company shall not be obligated to
deliver any Shares pursuant to the exercise of the Options and
shall have no obligation to settle such Options exercise unless a
registration statement under the Act with respect to the Shares is
effective and a prospectus complying in all material respects with
the Act (a “ Prospectus ”) is available for
delivery by the Company. In the event that a registration statement
with respect to the Shares underlying such Options is not effective
under the Act or a Prospectus relating to the Shares is not
available for delivery by the Company, the Option Holder shall not
be entitled to exercise the Options and the Options may have no
value and expire worthless.
(g) No Net Cash
Settlement . In no event will the Company be required to
net cash settle the exercise of Options.
(h)
Minimum Exercise . No less than 100
shares of Common Stock may be purchased upon any one exercise of
the Options granted hereunder unless the number of shares purchased
at such time is the total remainder of shares subject to this
Consultant Option Agreement.
(i)
No Fractional Shares . An Option shall not be
exercisable for a fractional share; provided that, if an
Option for a fractional share results from an event described in
Section 2 hereof, then, upon exercise of such Option, the
Optionee shall receive the Fair Market Value of such fractional
share in cash. “
Fair Market Value ” on any date with respect to the
Common Stock shall mean:
(1) if the Common Stock is
listed on a national securities exchange, the last reported sale
price of a share of the Common Stock on such exchange or,
if
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no sale occurs on that date, the
average of the reported closing bid and asked prices on that
date;
(2) if the Common Stock is
otherwise publicly traded, the last reported sale price of a share
of the Common Stock under the quotation system under which the sale
price is reported or, if no sale occurs on that date, the average
of the reported closing bid and asked prices on that date under the
quotation system under which the bid and asked prices are
reported;
(3) if no such last sales
price or average of the reported closing bid and asked prices are
available on that date, the last reported sale price of a share of
the Common Stock, or if no sale takes place, the average of the
reported closing bid and asked prices as so reported for the
immediately preceding business day (i) on the national
securities exchange on which the Common Stock is listed or
(ii) if the Common Stock is otherwise publicly traded, under
the quotation system under which such data are reported,
or
(4) if none of the prices
described above is available, the value of a share of the Common
Stock as reasonably determined in good faith by the Board (as
hereinafter defined) in a manner that it believes to be in
accordance with the Code.
2. Anti-Dilution; Business
Combination; Dissolution .
(a)
Anti-Dilution; Business Combination; Dissolution .
Subject to any action required by the stockholders of
the Company, the number of shares of Common Stock covered by each
outstanding Option and the per-share exercise price applicable to
each Option shall, in each case, be proportionately adjusted for
any increase or decrease in the number of issued shares of Common
Stock resulting from a subdivision or consolidation of shares or
the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of shares of Common
Stock effected without receipt of consideration by the
Company.
Subject to any action required by
the stockholders, in the event of a Business Combination (as
defined below) that is not a Change of Control Business Combination
(as defined below), each Option shall pertain to and apply to the
securities and other consideration that a holder of the number of
Shares of Common Stock underlying the Option would have been
entitled to receive in the Business Combination. In the event of
(i) a Change of Control Business Combination or (ii) the
complete liquidation or dissolution of the Company, then each
outstanding Option shall terminate; provided however, that the
Option Holder shall, in such event, have the right immediately
prior to such Change of Control Business Combination or complete
liquidation or dissolution, to exercise the Option in whole or in
part.
In the event of a change in the
Common Stock as presently constituted, which change is limited to a
change of all of the authorized shares with par value into the
same
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