STANDBY PURCHASE AGREEMENT

Exhibit 10.1

STANDBY PURCHASE AGREEMENT

This STANDBY PURCHASE AGREEMENT (this “ Agreement ”), dated as of August 17, 2009, is by and between Community Capital Corporation, a South Carolina corporation (the “ Company ”), and Ewing Emerging Financial Institution Fund III, LP, a Delaware Limited Partnership (the “ Standby Purchaser ”).

W I T N E S S E T H:

WHEREAS, the Company proposes pursuant to the Rights Offering Registration Statement (as defined herein), to commence an offering to holders of its common stock (the “ Common Stock ”) of record as of the close of business on August 7, 2009 (the “ Record Date ”), of non-transferable rights (the “ Rights ”) to subscribe for and purchase additional shares of Common Stock (the “ New Shares ”) at a subscription price of $2.75   per share for an aggregate offering amount of up to $20 million (the “ Subscription Price ” and, such offering, the “ Rights Offering ”); and

WHEREAS, pursuant to the Rights Offering, the Company will distribute to each of its shareholders of record, at no charge, one Right for each share of Common Stock held by them as of the Record Date, and each Right will entitle the holder to purchase, for each share of Common Stock owned as of the Record Date, New Shares at the Subscription Price (the “ Basic Subscription Privilege ”); and

WHEREAS, each holder of Rights who exercises in full its Basic Subscription Privilege will be entitled to subscribe for additional shares of Common Stock of the Unsubscribed Shares (as defined herein), subject to availability and allocation, at the Subscription Price, to the extent that other holders of Rights do not exercise all of their respective Basic Subscription Privileges (the “ Over-Subscription Privilege ”); and

WHEREAS, in order to facilitate the Rights Offering, the Company has requested the Standby Purchaser to agree, and the Standby Purchaser has agreed, (a) when applicable, not to exercise its Over-Subscription Privilege, and (b) that, to the extent any New Shares are not purchased by the Company’s shareholders pursuant to the exercise of Rights, the Standby Purchaser shall be deemed to have exercised such Rights immediately prior to the expiration of the Rights Offering and shall purchase the Unsubscribed Shares from the Company at the Subscription Price; and

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.       Certain Other Definitions . The following terms used herein shall have the meanings set forth below:

“ Affiliate ” shall mean an affiliate (as defined in Rule 12b-2 under the Exchange Act) of the Standby Purchaser; provided that the Standby Purchaser or any of its affiliates exercises investment authority, including, without limitation, with respect to voting and dispositive rights with respect to such affiliate.

“ Agreement ” shall have the meaning set forth in the preamble hereof.

“ Basic Subscription Privilege ” shall have the meaning set forth in the recitals hereof.

“ Board ” shall mean the Board of Directors of the Company.

“ Business Day ” shall mean any day that is not a Saturday, a Sunday or a day on which banks are generally closed in the State of South Carolina.

“ Closing ” shall mean the closing of the purchases described in Section 2 hereof, which shall be held at 10:00 a.m. on the Closing Date at the offices of Alston & Bird LLP, located at 1201 West Peachtree Street, Atlanta, Georgia 30309, or such other time and place as may be agreed to by the parties hereto.

“ Closing Date ” shall mean the date that is three (3) Business Days after the Rights Offering Expiration Date, or such other date as may be agreed to by the parties hereto.

“ Commission ” shall mean the United States Securities and Exchange Commission, or any successor agency thereto.

“ Common Stock ” shall have the meaning set forth in the recitals hereof.

“ Company ” shall have the meaning set forth in the preamble hereof.

“ Company Indemnified Persons ” shall have the meaning set forth in Section 9(b) hereof.

“ Company SEC Documents ” shall have the meaning set forth in Section 3(g) hereof.

 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.

“ Expenses ” shall have the meaning set forth in Section 6(b) hereof.

“ Indemnified Persons ” shall have the meaning set forth in Section 9(b) hereof.

“ Market Adverse Effect ” shall have the meaning set forth in Section 7(a)(iii) hereof.

“ Material Adverse Effect ” shall mean a material adverse effect on the financial condition, or on the earnings, financial position, operations, assets, results of operations or business of the Company and its banking subsidiary, CapitalBank, taken as a whole; provided that the meaning shall exclude any changes from general economic, financial services industry, market or competitive conditions or changes in laws, rules or regulations generally affecting Persons in the Company’s industry.

“ New Shares ” shall have the meaning set forth in the recitals hereof.

“ Non-Terminating Standby Purchaser ” shall have the meaning set forth in Section 8(c) hereof.

“ Over-Subscription Privilege ” shall have the meaning set forth in the recitals hereof.

“ Person ” shall mean an individual, corporation, partnership, association, joint stock company, limited liability company, limited liability corporation, joint venture, trust, governmental entity, unincorporated organization or other legal entity.

“ Prospectus ” shall mean a prospectus, as defined in Section 2(10) of the Securities Act, which meets the requirements of Section 10 of the Securities Act and is current with respect to the Securities covered thereby.

“ Record Date ” shall have the meaning set forth in the recitals hereof.

“ Rights ” shall have the meaning set forth in the recitals hereof.

“ Rights Offering ” shall have the meaning set forth in the recitals hereof.

“ Rights Offering Expiration Date ” shall mean September 21, 2009, provided that the Company shall have the option to extend the Rights Offering for any reason.

“ Rights Offering Prospectus ” shall mean the final Prospectus, including any prospectus supplement relating to the Rights and the underlying shares of Common Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Securities Act to be part of such registration statement, each as amended, for use in connection with the issuance of the Rights, together with the documents incorporated by reference therein pursuant to Item 12 of Form S-1.

“ Rights Offering Registration Statement ” shall mean the Company’s Registration Statement on Form S-1 (Commission File No. 333-160430), as amended, filed with the Commission on July 2, 2009, together with all exhibits thereto and any prospectus supplement relating to the Rights and the underlying shares of Common Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Securities Act to be part of such registration statement, each as amended, pursuant to which the Rights and underlying shares of Common Stock have been registered pursuant to the Securities Act.

“ Securities ” shall mean those of the New Shares and Unsubscribed Shares that are purchased by the Standby Purchaser pursuant to Section 2 hereof.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder.

“ Standby Indemnified Persons ” shall have the meaning set forth in Section 9(a) hereof.

“ Standby Purchaser ” shall have the meaning set forth in the preamble hereof.

“ Subscription Agent ” shall have the meaning set forth in Section 6(a)(iv) hereof.

“ Subscription Price ” shall have the meaning set forth in the recitals hereof.

“ Terminating Standby Purchaser ” shall have the meaning set forth in Section 8(c) hereof.

“ Termination Notice ” shall mean a notice from the Company indicating that the Board has determined to terminate or suspend indefinitely the Rights Offering contemplated hereby.

“ Unsubscribed Shares ” shall have the meaning set forth in Section 2(b) hereof.

Section 2.       Standby Purchase Commitment .

(a)           The Standby Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all of the New Shares that will be available for purchase by the Standby Purchaser pursuant to its Basic Subscription Privilege, if applicable.  The Standby Purchaser agrees not to exercise, and to cause its Affiliates not to exercise, the Over-Subscription Privilege to which the Standby Purchaser and its Affiliates would otherwise be entitled in the Rights Offering, if applicable.

(b)           If and to the extent New Shares are not purchased by the Company’s other shareholders (the “ Unsubscribed Shares ”) pursuant to the exercise of Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall be deemed to have exercised such Rights immediately prior to the expiration of the Rights Offering and shall be entitled to and hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, such Standby Purchasers pro rata share of all such remaining New Shares.  It is understood and agreed that, if and to the extent that the Standby Purchaser is required to purchase Unsubscribed Shares pursuant to this Section 2, then the Standby Purchaser shall purchase such Unsubscribed Shares up to a maximum investment of $412,500.00; provided, that the Standby Purchaser and the Company hereby acknowledge and agree that the Company has entered into, or contemplates entering into, one or more other Standby Purchase Agreements with certain other parties; provided , further , if the number of Unsubscribed Shares is less than the aggregate number of Unsubscribed Shares agreed to be purchased by all Standby Purchasers, the Common Stock available for issuance to Standby Purchasers shall be allocated as nearly as possible on a pro rata basis among all Standby Purchasers based upon the maximum number of Common Stock agreed to be purchased by each such Standby Purchaser, after giving effect to the limitations set forth herein.  In no event shall the Standby Purchasers be entitled to purchase shares of Common Stock in excess of the number of shares of Common Stock that would result in any of the Standby Purchasers becoming beneficial owners (within the meaning of Section 13(d)(3) of the Exchange Act) of 9.9% of the issued and outstanding shares of Common Stock after giving effect to the Standby Purchasers’ purchase of New Shares under the Basic Subscription Privilege, Unsubscribed Shares and shares of Common Stock pursuant to a guaranteed minimum investment provided for in this Agreement.

 (c)           Payment of the Subscription Price for the Securities shall be made to the Company by Standby Purchaser, on the Closing Date, against delivery of the Securities to Standby Purchaser, in United States dollars by means of federal funds checks or a wire transfer to an account designated by the Company.

Section 3.        Representations and Warranties of the Company . The Company represents and warrants to Standby Purchaser as follows:

(a)           The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of South Carolina and has all requisite corporate power and authority to carry on its business as now conducted.

(b)           This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c)           As of the date hereof, the authorized capital of the Company consists of 20,000,000 shares of Common Stock, of which, (A) 4,540,921 shares were issued and outstanding, and (B) 145,898 shares are reserved for issuance upon exercise of options and restricted stock awards granted under the Company’s stock and incentive plans. All of the outstanding shares of Common Stock have been duly authorized, are validly issued, fully paid and nonassessable and were offered, sold and issued in compliance with all applicable federal and state securities laws and without violating any contractual obligation or other preemptive or similar rights.

(d)           The Rights Offering Registration Statement has been filed with, and declared effective by, the Commission. On the effective date, the Rights Offering Registration Statement complied in all material respects with the requirements of the Securities Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. On the Closing Date, the Rights Offering Registration Statement and the Rights Offering Prospectus, including the information incorporated by reference therein, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the representations and warranties in this subsection shall not apply to statements in or omissions from the Rights Offering Registration Statement or the Rights Offering Prospectus made in reliance upon and in conformity with the information furnished to the Company in writing by the Standby Purchasers for use in the Rights Offering Registration Statement or in the Rights Offering Prospectus.

(e)           All of the Securities and New Shares will have been duly authorized for issuance prior to the Closing, and, when issued and distributed as set forth in the Rights Offering Prospectus, will be validly issued, fully paid and non-assessable; and none of the Securities or New Shares will have been issued in violation of the preemptive rights of any security holders of the Company arising as a matter of law or under or pursuant to the Company’s articles of incorporation, as amended, the Company’s bylaws, as amended and restated, or any material agreement or instrument to which the Company is a party or by which it is bound.

(f)           The documents incorporated by reference into the Rights Offering Prospectus pursuant to Item 12 of Form S-1 under the Securities Act, when they become effective or at the time they are filed with the Commission, as the case may be, will comply in all material respects with the applicable provisions of the Exchange Act.

(g)           Since June 30, 2008, the Company has filed with the Commission all forms, reports, schedules, statements and other documents required to be filed by it through the date hereof under the Exchange Act or the Securities Act (all such documents, as supplemented and amended since the time of filing, collectively, the “ Company SEC Documents ”). The Company SEC Documents, including without limitation all financial statements and schedules included in the Company SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and in the case of any Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable. The audited consolidated financial statements of Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved, and present fairly in all material respects, the consolidated financial position of the Company and its consolidated subsidiary as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

(h)           Since June 30, 2009, there have not been any events, changes, occurrences or state of facts that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect, except as disclosed in writing by the Company to the other parties hereto.

Section 4.         Representations and Warranties of the Standby Purchasers . The Standby Purchaser represents and warrants to the Company, as follows:

(a)           The Standby Purchaser is acquiring its Securities for its own account, with the intention of holding the Securities for investment and with no present intention of participating, directly or indirectly, in a distribution of the Securities; and the Standby Purchaser will not make any sale, transfer or other disposition of the Securities for a period of ninety (90) days from the Closing Date.

(b)           The Standby Purchaser is familiar with the business in which it is engaged, and based upon its knowledge and experience in financial and business matters, it is familiar with the investments of the type that it is undertaking to purchase; it is fully aware of the problems and risks involved in making an investment of this type; and it is capable of evaluating the merits and risks of this investment.  The Standby Purchaser acknowledges that, prior to executing this Agreement, it has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company.

(d)           This Agreement has been duly and validly authorized, executed and delivered by the Standby Purchaser and constitutes a binding obligation of the Standby Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dea