Exhibit 10.1


SECURITIES PURCHASE
AGREEMENT


by and between


THE UNITED STATES
DEPARTMENT OF THE TREASURY 


and


HCSB FINANCIAL CORPORATION


 


Dated as of February
29, 2016







    	 



     

    
Exhibit 10.1

Table of Contents


Page




	I   DEFINITIONS.	1
	1.01.   Definitions of Certain Terms	1
	1.02.   Interpretation	3
	II   THE SECURITIES PURCHASE.	4
	2.01.   Purchase and Sale of the Shares and the Warrant	4
	2.02.   Closing of the Securities Purchase.	4
	III   REPRESENTATIONS AND WARRANTIES.	4
	3.01.   Representations and Warranties of the Company	4
	IV   COVENANTS.	5
	4.01.   Forbearances of the Seller	5
	4.02.   Further Action	5
	4.03.   Remaining Certification and Disclosure Requirements	6
	4.04.   Transferability Restrictions Related to Long-Term Restricted Stock	6
	V   CONDITIONS TO THE CLOSING.	6
	5.01.   Conditions to Each Party’s Obligations	6
	5.02.   Condition to Obligations of the Seller	7
	VI   TERMINATION.	8
	6.01.   Termination Events	8
	6.02.   Effect of Termination	8
	VII   MISCELLANEOUS.	9
	7.01.   Waiver; Amendment	9
	7.02.   Counterparts	9
	7.03.   Governing Law; Choice of Forum; Waiver of Jury Trial	9
	7.04.   Expenses	9
	7.05.   Notices	9
	7.06.   Entire Understanding; No Third Party Beneficiaries	10
	7.07.   Assignment	10
	7.08.   Severability	11


 






    	 	i	



     

    
Exhibit 10.1

SECURITIES PURCHASE AGREEMENT


THIS SECURITIES
PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”)
is dated as of February 29, 2016 by and between the United States Department of the Treasury (the “Seller”)
and HCSB Financial Corporation, a South Carolina corporation (the “Company”).


RECITALS


WHEREAS,
the Seller is currently the owner of and holds (i) 12,895 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series T of
the Company (the “Shares”) and (ii) a ten-year warrant to purchase up to 91,714 shares of Company Common Stock
(the “Warrant”); and


WHEREAS,
the Seller desires to sell to the Company, and the Company desires to purchase from the Seller, subject to the terms and conditions
contained in this Agreement, all of the Shares and the Warrant (the “Securities Purchase”).


NOW, THEREFORE,
in consideration of the premises, and of the various representations, warranties, covenants and other agreements and undertakings
of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


AGREEMENT


I                    
DEFINITIONS.


 


1.01.       
Definitions of Certain Terms. For purposes of this Agreement, the following terms are used with the meanings
assigned below (such definitions to be equally applicable to both the singular and plural forms of the terms herein defined):


“Affiliate”
means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such
other person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”) when used with respect to any person, means the possession, directly or
indirectly, of the power to cause the direction of management and/or policies of such person, whether through the ownership of
voting securities, by contract or otherwise.


“Agreement”
has the meaning set forth in the introductory paragraph of this agreement.


“Business
Day” means any day that is not a Saturday, a Sunday or other day on which banking organizations in the State of New York
or the State of South Carolina are required or authorized by Law to be closed.


“Closing”
has the meaning set forth in Section 2.02(A).


“Closing
Date” has the meaning set forth in Section 2.02(A).






    	 



     

    
Exhibit 10.1

“Company”
has the meaning set forth in the recitals to this Agreement.


“Company
Common Stock” means the common stock, $0.01 par value, of the Company.


“Company
Material Adverse Effect” means a material adverse effect on the business, results of operations or financial condition
of the Company and its consolidated Subsidiaries taken as a whole; provided, however, that Company Material Adverse
Effect shall not be deemed to include the effects of (i) changes after the date hereof in general business, economic or market
conditions (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates
and price levels or trading volumes in the United States or foreign securities or credit markets), or any outbreak or escalation
of hostilities, declared or undeclared acts of war or terrorism, in each case generally affecting the industries in which the Company
and its Subsidiaries operate, (ii) changes or proposed changes after the date hereof in United States generally accepted accounting
principles or regulatory accounting requirements, or authoritative interpretations thereof, (iii) changes or proposed changes after
date hereof in securities, banking and other Laws of general applicability or related policies or interpretations of Governmental
Entities (in the case of each of these clauses (i), (ii) and (iii), other than changes or occurrences to the extent that such changes
or occurrences have or would reasonably be expected to have a materially disproportionate adverse effect on the Company and its
consolidated Subsidiaries taken as a whole relative to comparable United States banking or financial services organizations), or
(iv) changes in the market price or trading volume of the Company Common Stock or any other equity, equity-related or debt securities
of the Company or its consolidated Subsidiaries (it being understood and agreed that the exception set forth in this clause (iv)
does not apply to the underlying reason giving rise to or contributing to any such change).


“Compensation
Regulations” means any guidance, rule or regulation, as the same shall be in effect from time to time, promulgated pursuant
to or implementing Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment
Act of 2009, or otherwise from time to time.


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


“Governmental
Entity” means any court, administrative agency or commission or other governmental or regulatory authority or instrumentality
or self-regulatory organization.


“Law”
means any law, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated
or entered into by or with any Governmental Entity.


“Liens”
means any liens, licenses, pledges, charges, encumbrances, adverse rights or claims and security interests whatsoever.


“Purchase
Price” has the meaning set forth in Section 2.01.


“Regulatory
Event” means, with respect to the Company, that (i) the Federal Deposit Insurance Corporation or any other applicable
Governmental Entity shall have been appointed as conservator or receiver for the Company or any Subsidiary; (ii) the Company or
any Subsidiary shall have been considered in “troubled condition” for the purposes of 12 U.S.C. Sec. 1831i or any regulation
promulgated thereunder; (iii) the Company or any Subsidiary shall qualify as “Undercapitalized,” “Significantly
Undercapitalized,” or “Critically Undercapitalized” as those terms are defined in 12 U.S.C. Sec. 1831o or other
applicable Law; or (iv) the Company or any Subsidiary shall have become subject to any formal or informal regulatory action requiring
the Company or any Subsidiary to materially improve its capital, liquidity or safety and soundness.






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Exhibit 10.1

“Relevant
Period” means the period in which any obligation of the Company arising from financial assistance under the Troubled
Asset Relief Program remains outstanding, as it may be further described in the Compensation Regulations.


“Securities
Purchase” has the meaning set forth in the recitals in this Agreement.


“Seller”
has the meaning set forth in the introductory paragraph to this Agreement.


“Series
A Preferred Stock” means the newly-issued series of convertible perpetual preferred stock, Series A, $0.01 par value,
of the Company.


“Shares”
has the meaning set forth in the recitals to this Agreement.


“Subsidiary”
means, with respect to any person, any bank, corporation, partnership, joint venture, limited liability company or other organization,
whether incorporated or unincorporated, (i) of which such person or a subsidiary of such person is a general partner or managing
member or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to
elect a majority of the board of directors or persons performing similar functions with respect to such entity is directly or indirectly
owned by such person and/or one or more subsidiaries thereof.


“Warrant”
has the meaning set forth in the recitals to this Agreement.


1.02.       
Interpretation. The words “hereof,” “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section references are to this Agreement unless otherwise specified. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”
The term “person” as used in this Agreement shall mean any individual, corporation, limited liability company,
limited or general partnership, joint venture, government or any agency or political subdivision thereof, or any other entity or
any group (as defined in Section 13(d)(3) of the Exchange Act) comprised of two or more of the foregoing. The table of contents
and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. In this Agreement, all references to “dollars” or “$” are to United States dollars.
This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without
regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement
and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of
the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against
the drafting party shall not be applicable either to this Agreement or such other documents and instruments.






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Exhibit 10.1

II                 
THE SECURITIES PURCHASE.


 


2.01.       
Purchase and Sale of the Shares and the Warrant. Subject to, and on the terms and conditions of, this Agreement,
effective at the Closing, the Company will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver
to the Company, all of the Shares and the Warrant, free and clear of all Liens. The aggregate purchase price for the Shares, including
any and all accrued and unpaid dividends, and the Warrant shall be an amount in cash equal to One Hundred Twenty-Eight Thousand
Nine Hundred Fifty Dollars ($128,950.00) (the “Purchase Price”).


2.02.       
Closing of the Securities Purchase.


(A)            
Subject to Article V, the closing of the Securities Purchase (the “Closing”) shall be held
at such time or date that is agreed to in writing by the Seller and the Company (the date on which the Closing occurs, the “Closing
Date”). The Closing shall be held at such place as the Seller and the Company shall mutually agree in writing.


(B)             
At the Closing, or simultaneously therewith, the following shall occur:


(1)              
the Seller will deliver to the Company certificates for the Shares and the Warrant, duly endorsed in blank or accompanied
by stock powers duly endorsed in blank or other required instruments of transfer; and


(2)              
the Company will pay the aggregate Purchase Price to the Seller, by wire transfer in immediately available funds, to
an account designated in writing by the Seller to the Company, such designation to be made not later than two Business Days prior
to the Closing Date.


III              
REPRESENTATIONS AND WARRANTIES.


 


3.01.       
Representations and Warranties of the Company. The Company hereby represents and warrants to the Seller as follows:


(A)            
Existence and Power. The Company is duly organized and validly existing as a corporation under the Laws of the
State of South Carolina and is a bank holding company supervised by the Federal Reserve Bank of Richmond and has all requisite
power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.


(B)             
Authorization. The execution and delivery of this Agreement, and the consummation by the Company of the transactions
contemplated hereby, have been duly and validly approved by all necessary corporate action of the Company, and no other corporate
or shareholder proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and (assuming the due authorization,
execution and delivery of this Agreement by the Seller) this Agreement constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity
whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors’
rights and remedies generally.






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Exhibit 10.1

(C)            
Non-Contravention. Neither the execution and delivery of this Agreement nor the consummation by the Company of
the transactions contemplated hereby will violate any provision of the charter or bylaws or similar governing documents of the
Company or, assuming that the consents, approvals, filings and registrations referred to in Section 3.01(D) are received
or made (as applicable), applicable Law.


(D)            
Consents and Approvals. Except for the prior written approval of the Federal Reserve Bank of Richmond for the
Company to purchase the Shares from the Seller, no consents or approvals of, or filings or registrations with, any Governmental
Entity or of or with any other third party by and on behalf of the Company are necessary in connection with the execution and delivery
by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby.


(E)             
Securities Matters. The Shares and the Warrant are being acquired by the Company for its own account and without
a view to the public distribution or sale of the Shares or the Warrant.


(F)             
Availability of Funds. The Company will have, as of the Closing, sufficient funds available to consummate the
transactions contemplated hereunder.


IV              
COVENANTS.


 


4.01.       
Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the
Company, the Seller will not:


(A)            
directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise
dispose of, or engage in or enter into any hedging transactions with respect to, any of the Shares, the Warrant or any portion
thereof or interest therein (other than pursuant to the Securities Purchase);


(B)             
exercise the Warrant, in whole or in part; or


(C)            
agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A) or Section
4.01(B).


Notwithstanding
the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller
so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance
of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to
exercise all rights and privileges with respect to the Shares and the Warrant.


4.02.       
Further Action. The Seller and the Company (A) shall each execute and deliver, or shall cause to be executed
and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further action as may be reasonably
necessary to carry out the provisions of this Agreement and give effect to the transactions contemplated by this Agreement and
(B) shall refrain from taking any actions that could reasonably be expected to impair, delay or impede the Closing or the consummation
of the transactions contemplated by this Agreement.






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Exhibit 10.1

4.03.       
 Remaining Certification and Disclosure Requirements. The Company acknowledges and agrees to comply with the
certification and disclosure requirements set forth in the Compensation Regulations, including without limitation those submissions
that are required with respect to the final portion of the Relevant Period (see, for example, Sections 30.7(c) and (d), Sections
30.11(b) and (c) and Section 30.15(a)(3) of the Compensation Regulations and FAQ-14 in the Frequently Asked Questions to the Compensation
Regulations, available at www.financialstability.gov).


4.04.       
Transferability Restrictions Related to Long-Term Restricted Stock. The Company acknowledges that any long-term
restricted stock (as defined in Section 30.1 of the Compensation Regulations) awarded by the Company that has otherwise vested
may not become transferable, or payable in the case of a restricted stock unit, at any time earlier than as permitted under the
schedule set forth in the definition of long-term restricted stock in Section 30.1 of the Compensation Regulations. For this purpose,
aggregate financial assistance received (for purposes of the definition of long-term restricted stock) includes the full original
liquidation amount with respect to 12,895 Shares (see FAQ-15 in the Frequently Asked Questions to the Compensation Regulations,
available at www.financialstability.gov). Upon the sale of the Shares to the Company, in the event that any long-term restricted
stock awarded by the Company is not permitted to become transferable, or payable in the case of a restricted stock unit, under
the schedule set forth in the definition of long-term restricted stock in Section 30.1 of the Compensation Regulations, the Company
shall cancel such long-term restricted stock and/or restricted stock units.


V                 
CONDITIONS TO THE CLOSING.


 


5.01.       
Conditions to Each Party’s Obligations. The respective obligations of each of the Company and the Seller
to consummate the Securities Purchase are subject to the fulfillment, or written waiver by the Company and the Seller, prior to
the Closing, of each of the following conditions:


(A)            
Completion of Equity Offering. The Company shall have closed one or more transactions in which investors have
collectively provided a minimum aggregate amount of Forty-Five Million Dollars ($45,000,000) in gross cash proceeds to the Company
in exchange for Company Common Stock and Series A Preferred Stock and such Company Common Stock and Series A Preferred Stock shall
have been offered and sold at a price not greater than $0.10 per share of Company Common Stock and Series A Preferred Stock.


(B)             
Company Regulatory Approvals. All regulatory approvals required to consummate the Securities Purchase shall have
been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired
or been terminated.






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Exhibit 10.1

(C)            
No Injunctions or Restraints; Illegality. No order, injunction or decree issued by any court or agency of competent
jurisdiction or other legal restraint or prohibition preventing the consummation of the Securities Purchase shall be in effect.
No Law shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the
consummation of the Securities Purchase.


5.02.       
Condition to Obligations of the Seller. The obligation of the Seller to consummate the Securities Purchase is
also subject to the fulfillment, or written waiver by the Seller, prior to the Closing, of the following conditions:


(A)            
Other Events. None of the following shall have occurred since the date hereof:


(1)              
the Company or any of its Subsidiaries shall have (a) dissolved (other than pursuant to a consolidation, amalgamation
or merger); (b) become insolvent or unable to pay its debts or failed or admitted in writing its inability generally to pay its
debts as they become due; (c) made a general assignment, arrangement or composition with or for the benefit of its creditors; (d)
instituted or have instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under
any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition shall have been presented
for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such
proceeding or petition shall have resulted in a judgment of insolvency or bankruptcy or the entry of an order for relief or the
making of an order for its winding-up or liquidation; (e) had a resolution passed for its winding-up, official management or liquidation
(other than pursuant to a consolidation, amalgamation or merger); (f) sought or shall have become subject to the appointment of
an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all
or substantially all its assets; (g) had a secured party take possession of all or substantially all its assets or had a distress,
execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its
assets; (h) caused or shall have been subject to any event with respect to it which, under the applicable laws of any jurisdiction,
had an analogous effect to any of the events specified in clauses (a) to (g) (inclusive); or (i) taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts;


(2)              
a Governmental Entity in any jurisdiction shall have (a) commenced an action or proceeding against the Company or any
of its Subsidiaries; or (b) issued or entered a temporary restraining order, preliminary or permanent injunction or other order
applicable to the Company or any of its Subsidiaries, which in the case of (a) and (b) shall have had or shall be reasonably expected
to have a Company Material Adverse Effect;






    	 	7	 



     

    
Exhibit 10.1

(3)              
any fact, circumstance, event, change, occurrence, condition or development shall have occurred that, individually or
in the aggregate, shall have had or shall be reasonably likely to have a Company Material Adverse Effect; or


(4)              
any Regulatory Event not otherwise existing on the date hereof.


(B)             
Representations and Warranties. The representations and warranties set forth in Article III of this Agreement
shall be true and correct as though made on and as of the Closing Date.


(C)            
Consents and Approvals. All consents and approvals of, and filings and registrations with, all Governmental Entities
and of or with any other third party by and on behalf of the Company that are necessary in connection with the execution and delivery
by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby shall have been obtained
or made, as applicable, and shall remain in full force and effect.


(D)            
Performance Obligations. The Company shall have performed in all material respects all obligations required to
be performed by it under this Agreement at or prior to the Closing.


(E)             
Closing Certificate. The Company shall deliver to the Seller a certificate, dated as of the Closing Date, signed
on behalf of the Company by a senior executive officer thereof certifying to the effect that all conditions precedent to the Closing
have been satisfied.


VI              
TERMINATION.


 


6.01.       
Termination Events. This Agreement may be terminated at any time prior to the Closing:


(A)            
by mutual written agreement of the Company and the Seller; or


(B)             
by the Company, upon written notice to the Seller, or by the Seller, upon written notice to the Company, in the event
that the Closing Date does not occur on or before April 15, 2016; provided, however, that the respective rights to
terminate this Agreement pursuant to this Section 6.01(B) shall not be available to any party whose failure to fulfill any
obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing Date to occur
on or prior to such date.


6.02.       
Effect of Termination. In the event of termination of this Agreement as provided in Section 6.01, this
Agreement shall forthwith become void and have no effect, and none of the Seller, the Company, any affiliates of the Company or
any officers or directors of the Company or any of its affiliates shall have any liability of any nature whatsoever hereunder,
or in connection with the transactions contemplated hereby, except that this Section 6.02 and Sections 7.03, 7.04,
7.05 and 7.06 shall survive any termination of this Agreement.






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Exhibit 10.1

VII           
MISCELLANEOUS.


 


7.01.       
Waiver; Amendment.


Any provision of this
Agreement may be (A) waived in writing by the party benefiting by the provision, or (B) amended or modified at any time by an agreement
in writing signed by each of the parties hereto. Neither any failure nor any delay by any party in exercising any right, power
or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right,
power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further
exercise of such right, power or privilege.


7.02.       
Counterparts. This Agreement may be executed by facsimile or other electronic means and in counterparts, all
of which shall be considered an original and one and the same agreement and shall become effective when counterparts have been
signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.


7.03.       
Governing Law; Choice of Forum; Waiver of Jury Trial.


(A)            
This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of
the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be enforced, governed, and
construed in all respects (whether in contract or in tort) in accordance with the federal law of the United States if and to the
extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within such State. Each of the parties hereto agrees (a) to submit to the exclusive jurisdictions
and venue of the United States District Court of the District of Columbia and the United States Court of Federal Claims for any
and all civil actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby,
and (b) that notice may be served upon (i) the Company at the address and in the manner set forth for notices to the Company in
Section 7.05 and (ii) the Seller at the address and in the manner set forth for notices to the Seller in Section 7.05,
but otherwise in accordance with federal law.


(B)             
To the extent permitted by applicable Law, each of the parties hereto hereby unconditionally waives trial by jury in any
civil legal action or proceeding relating to this Agreement or the transactions contemplated hereby.


7.04.       
Expenses. If requested by the Seller, the Company shall pay all reasonable out of pocket and documented costs
and expenses associated with this Agreement and the transactions contemplated by this Agreement, including, but not limited to,
the reasonable fees, disbursements and other charges of the Seller’s legal counsel and financial advisors.


7.05.       
Notices. All notices and other communications hereunder shall be in writing and shall be deemed given on the
date of delivery if delivered personally or telecopied (upon telephonic confirmation of receipt), on the first Business Day following
the date of dispatch if delivered by a recognized next day courier service, or on the third Business Day following the date of
mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be
delivered as set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such
notice:






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Exhibit 10.1

If to the Company
to:


HCSB Financial
Corporation


3640 Ralph Ellis
Boulevard


Loris, South Carolina
29569


Facsimile: (843)
716-6136


Attention: Chief
Executive Officer


 


With a copy to:


 


Nelson Mullins
Riley & Scarborough LLP


Poinsett Plaza,
Suite 900


104 S. Main Street


Greenville, SC 29601


Facsimile: (864)
250-2359


Attention: Neil
E. Grayson


 


If to the Seller
to:


 


United States Department
of the Treasury


1500 Pennsylvania
Avenue, NW


Washington, D.C.
20220


Facsimile: (202)
927-9225


Attention: Chief
Counsel Office of Financial Stability


 


With a copy to:


 


Cadwalader, Wickersham
& Taft LLP


One World Financial
Center


New York, New York
10281


Facsimile: (212)
504-6666


Attention: William
P. Mills


 


7.06.       
Entire Understanding; No Third Party Beneficiaries. This Agreement (together with the documents, agreements and
instruments referred to herein) represents the entire understanding of the parties with respect to the subject matter hereof and
supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this
Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder.


7.07.       
Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason
hereof shall be assignable by any party hereto without the prior written consent of the other party, and any attempt to assign
any right, remedy, obligation or liability hereunder without such consent shall be null and void; provided, however,
that the Seller may assign this Agreement to an Affiliate of the Seller. If the Seller assigns this Agreement to an Affiliate,
the Seller shall be relieved of its obligations and liabilities under this Agreement but (i) all rights, remedies, obligations
and liabilities of the Seller hereunder shall continue and be enforceable by and against and assumed by such Affiliate, (ii) the
Company’s obligations and liabilities hereunder shall continue to be outstanding and (iii) all references to the Seller herein
shall be deemed to be references to such Affiliate. The Seller will give the Company notice of any such assignment; provided,
that the failure to provide such notice shall not void any such assignment.






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Exhibit 10.1

7.08.       
Severability. Any term or provision of this Agreement which is determined by a court of competent jurisdiction
to be invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement
or affecting the validity, legality or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction,
and if any provision of this Agreement is determined to be so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable, in all cases so long as neither the economic nor legal substance of the transactions contemplated
hereby is affected in any manner materially adverse to any party or its shareholders. Upon any such determination, the parties
shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent
of the parties.


[Remainder of
page intentionally left blank]







    	 	11	 



     

    
Exhibit 10.1

IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written.





	 	HCSB FINANCIAL CORPORATION	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ James R. Clarkson	 
	 	Name:  	James R. Clarkson	 
	 	Title: 	 President & Chief Executive Officer	 
	 	 	 	 
	 	UNITED STATES DEPARTMENT OF THE 	 
	 	TREASURY	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Mark McArdle	 
	 	Name:	Mark McArdle	 
	 	Title:	Deputy Assistant Secretary for Financial Stability	 




 


[Signature Page to
Securities Purchase Agreement]