Exhibit 4.4
COASTAL CAROLINA
BANCSHARES, INC.
DIRECTOR WARRANT
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 (the “ Warrant Holder
”) warrants (the “ Warrants ”) to purchase
the number of shares (the “ Shares ”) of common
stock of the Company (the “ Common Stock ”) set
forth above, in recognition of the financial risk undertaken by the
Warrant Holder in organizing the Bank and the Company and the
continuing involvement of the Warrant Holder in the management of
the Company and the Bank. Such Warrants are granted on the
following terms and conditions:
1. Exercise of
Warrants. One-third
of the Shares subject to the Warrants granted in this Director
Warrant Agreement shall vest on each of the first three
anniversaries of the date of the opening of the Bank, subject to
the Warrant Holder’s continued service with the Company or
the Bank as of such date as an executive officer or director.
Exercise of the Warrants is 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 Warrant
Term. The Warrants 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 Warrants 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 Warrants shall be exercisable by a written notice
delivered to the President or Secretary of the Company which
shall:
(1) State the Warrant
Holder’s election to exercise the Warrants, 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 Warrants and, if the Warrants are
being exercised by any person or persons other than the original
Warrant Holder, be accompanied by proof satisfactory to counsel for
the Company of the right of such person or persons to exercise the
Warrants; and
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(3) Be accompanied by an
executed copy of this Director Warrant Agreement.
(e) Partial Exercise.
In the event of a partial exercise of the Warrants, the
Company shall either issue a new agreement for the balance of the
Shares subject to this Director Warrant 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 Director Warrant
Agreement.
(f) Restrictions on
Exercise. The Warrants may not be exercised (i) if
the issuance of 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 Warrant 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 the Company or the Bank (collectively the “
Regulatory Agencies ”). The Company may require
representations and warranties from the Warrant 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 Warrants and
shall have no obligation to settle such Warrants 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 Warrants is not
effective under the Act or a Prospectus relating to the Shares is
not available for delivery by the Company, the Warrant Holder shall
not be entitled to exercise the Warrants and the Warrants 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 Warrants.
(h)
Minimum Exercise . No less than 100
shares of Common Stock may be purchased upon any one exercise of
the Warrants granted hereunder unless the number of shares
purchased at such time is the total remainder of shares subject to
Warrants hereunder.
(i)
No Fractional Shares . A Warrant shall not be
exercisable for a fractional share; provided that, if a
Warrant for a fractional share results from an event described in
Section 2 hereof, then, upon exercise of such Warrant, the
Warrant Holder 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 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
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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 Warrant and the per-share exercise price applicable to
each Warrant 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 Warrant shall pertain to and apply to the
securities and other consideration that a holder of the number of
Shares of Common Stock underlying the Warrant 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 Warrant shall terminate; provided however, that the
Warrant 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 Warrants 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
number of shares with a different par value or without par value,
the shares resulting from any such change shall be deemed to be
Shares within the contemplation of this Director Warrant
Agreement.
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Except as expressly provided in this
subsection 2(a), the
