Exhibit 4-3
FORM OF WARRANT AGREEMENT
THIS STOCK WARRANT AGREEMENT (the "Agreement") is made and entered into as of
this 18th day of November, 2004, by and
between REGIONAL BANKSHARES, INC., (the
"Company"), and _________________________
("Warrant Holder").
W I T N E S S E T H
WHEREAS, Warrant Holder has served as a director of
the Company and Hartsville
Community Bank (the "Bank") and has
committed to continue
to serve as a member
of the Board of Directors of the Company
and the Bank; and
WHEREAS, the Company desires to provide
Warrant Holder with the right to acquire
10,000 shares of the Company's common stock, $1.00 par value per share (the
"Common Stock") pursuant to the terms of
this Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
1. Grant of Warrant. Subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby grants to
Warrant Holder the right
(the "Warrant") to purchase all or any part of an aggregate of Ten Thousand
(10,000) shares of the Common Stock (the "Warrant Shares"), subject to
adjustment in accordance with Section 7
hereof.
2. Term.
a. The term for the
exercise of said
Warrant will begin at 9:00 a.m.,
Eastern Time,
on November 18, 2005, and will expire at 5:00 p.m.,
Eastern Time,
on the earlier of
November 18, 2014,
or 90 days after
Warrant Holder ceases to serve as a member of the Board of
Directors of
the Bank (the
"Expiration Time").
The right to exercise
the Warrants
will vest with respect to one-third of the Warrant Shares on each of
November 18,
2005, November 18, 2006 and November 18, 2007 (the
"Vesting Dates"), so long as the Warrant Holder has served
continuously
as a member of the Board of Directors of the Company and the
Bank from
the date hereof until the respective Vesting Date.
b. Notwithstanding any other provision of this Agreement,
the Warrants
shall expire on such earlier date as specified by the Bank, upon
notice
from the Federal Deposit Insurance Corporation ("FDIC") or the South
Carolina Commissioner
of Banking (the
"Commissioner") that all rights
with respect
to the Warrant Shares must be either exercised or
forfeited by the Warrant Holder, as a result of a determination by
the
FDIC or the Commissioner that the capital of the Bank has
fallen below
the
minimum requirements as determined by the FDIC or the
Commissioner.
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3. Purchase Price. The price per share to be paid by
Warrant Holder for the
shares of Common Stock subject to this Warrant shall be $13.50, subject to
adjustment as set forth in Section 6 hereof (such price, as adjusted,
hereinafter called the `Purchase
Price").
4. Exercise of Warrant. The Warrant may be exercised by Warrant Holder by
delivery to the Company, at the address of the Company set
forth under
Section
10(a) hereof or such other address as to which the Company advises Warrant
Holder pursuant to Section 10(a) hereof, of
the following:
a. Written notice of exercise specifying the number of shares of
Common
Stock with respect to which the Warrant is being exercised; and
b. A cashier's or certified check payable to the Company for the
full
amount of the aggregate Purchase Price for the number of shares as
to
which the Warrant is being exercised.
5. Issuance of Shares. Upon receipt of the items set forth in
Section 4, and
subject to the terms hereof, the Company shall cause to be
delivered to Warrant
Holder stock certificates for the number of shares
specified in the
notice of
exercise, such share or shares to be registered under the name of Warrant
Holder. Notwithstanding the foregoing, the Company shall not be required to
issue or deliver any certificate for shares of the Common Stock
purchased upon
exercise of the Warrant or any portion
thereof prior to the
fulfillment of the
following conditions:
a. The admission of
such shares for listing on all stock exchanges on
which the Common Stock is then listed;
b. The completion of any registration or other qualification of such
shares which the Company shall deem necessary or advisable
under any
federal or state
law or under the rulings or r
