Exhibit 4.5


 


COASTAL CAROLINA BANCSHARES, INC.


 


CONSULTANT OPTION AGREEMENT


 


                    ,
2008


 


	
  Warrant Holder:                                 

  	
   

  	
  No. of Shares:                                 

  



 


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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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 Consultant Option Agreement.


 


Except as expressly provided in this subsection 2(a), the Option Holder
shall have no rights by reason of (i) any subdivision or consolidation of
shares of any class of stock of the Company, (ii) any stock dividend, (iii) any
other increase or decrease in the number of shares of stock of any class, (iv) any
dissolution, liquidation, merger, consolidation, spin-off, split-off or split-up
of assets of the Company or stock of another corporation or (v) any
issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class. Moreover, except as expressly
provided in this subsection 2(a), the occurrence of one or more of the above-listed
events or of any other similar event shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of, or the exercise
price relative to, the Shares underlying the Options.


 


The grant of the Options pursuant to this Consultant Option Agreement
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes to, of or in its
capital or business structure or to merge, consolidate, dissolve, liquidate,
sell or transfer all or any part of its business or assets.


 


(b)  Rights as a
Stockholder.  The Option
Holder shall have no rights as a stockholder with respect to any Shares
underlying the Options until the date of the issuance of Shares upon payment of
the exercise price. No adjustments shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date of such issuance,
except as provided in subsection 2(a).


 


(c)  Definitions.


 


(1)  “Business Combination” shall
mean consummation of a reorganization,
merger, consolidation, sale or other disposition of all or substantially all of
the assets of the Company or the Company’s acquisition of assets of another
corporation, partnership or limited liability company.


 


(2)  “Change
of Control Business Combination” shall mean consummation of a Business
Combination, unless, following the consummation of such transaction, (i) all
or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to the consummation of such
transaction beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock or comparable
interests if such resulting entity is not a corporation and the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors or comparable management group, as the case may be,
of the corporation or other 


 


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entity resulting
from such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or substantially
all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock or comparable interests if such resulting entity is not a corporation of
the corporation or other entity resulting from such Business Combination or the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors or comparable management group of
such corporation or other entity except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a majority of
the members of the board of directors or comparable management group of the
corporation or other entity resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or at the time of the action of the Board of Directors of the
Company (the “Board”), providing for such Business Combination.


 


(3) 
“Outstanding Company Common Stock” shall mean the then outstanding
shares of Common Stock.


 


(4)  “Outstanding Company Voting
Securities” shall mean the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors.


 


(5)  “Incumbent Board” shall mean all the individuals who
collectively, as of the date hereof, constitute the Board; provided, however,
that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board; but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a person
other than a person who is then a member of the Board.


 


3.  Valid
Issuance of Common Stock. The Company possesses the full authority
and legal right to issue the Options and the Shares issuable pursuant to the Options.
The issuance of the Options vests in the holder the entire legal and beneficial
interests in the Options, free and clear of any liens, claims, and encumbrances
and subject to no legal or equitable restrictions of any kind except as
described herein. The Shares that are issuable upon exercise of the Options,
when issued, sold and delivered in accordance with the 


 


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terms of this Consultant Option Agreement for the consideration
expressed herein, will be duly and validly issued, fully paid and
non-assessable.


 


4.  Transfer and
Assignment.


 


(a)  The Options granted in this Consultant Option Agreement may
not be transferred or sold unless the transfer is (i) exempt from
regulatory approval or such approval is obtained and (ii) permissible
under applicable law, including state and federal securities laws.


 


(b)  The Shares issued upon exercise of the Options granted in
this Consultant Option Agreement may not be transferred or sold unless the
transfer is (i) exempt from regulatory approval or such approval is obtained
and (ii) permissible under applicable law, including state and federal
securities laws.  Any certificates
evidencing such Shares will bear a legend to this effect.


 


5.  Mandatory
Exercise; Termination.


 


(a)  The Company or the Bank may be required to increase its
capital to meet capital requirements imposed by statute, rule, regulation or
guideline. In order to achieve such capital increase, any of the Regulatory
Agencies may direct the Company to require the Option Holder to either (i) exercise
or forfeit all or part of the Options or (ii) allow the Options to be
terminated. If any of the Regulatory Agencies so direct the Company, then the Option
Holder must exercise or forfeit the Options as set forth below, subject to the
terms set forth in Section 1(f) hereof.


 


(b)  When the Company or the Bank is required to increase its
capital as described in subsection 5(a) above, the Company shall send a
notice (the “Notice”) to the Option Holder (i) specifying the
number of Shares relating to the Options for which the Options must be
exercised (the “Number”; (ii) specifying the date prior to which
the Options must be totally or partially exercised, as the case may be (the “Deadline”);
and (iii) stating that the failure of the Option holder to exercise the Options
shall result in their automatic termination. 
If less than all shares relating to options and warrants held by all
holders of options or warrants of the Company under agreements containing a
provision substantially similar to this one are required by the Company to be
exercised or cancelled, the Number for the Option Holder shall reflect a
proportionate allocation based on the number of Shares subject to this
Consultant Option Agreement as compared to the total number of shares subject
to options and warrants held by persons holding options or warrants with such a
provision as a group.


 


(c)  If the Option Holder does not exercise the Options pursuant
to the terms of the Notice, this Consultant Option Agreement shall be
automatically terminated on the Deadline, without further act or action by the Option
Holder or the Company.  Thereafter, the Option
Holder shall deliver this Consultant Option Agreement to the Company for
cancellation; however, a failure to cancel this Consultant Option Agreement for
any reason (including non-delivery to the Company) shall not affect such
termination.  If the 


 


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Number is less than the total number of Shares that are then subject to
exercise under this Consultant Option Agreement, the Company shall issue a new Consultant
Option Agreement with respect to the Shares remaining covered hereby after the
partial exercise in compliance with Section 1(e) hereof.


 


6.  Covenants of
the Company. During the term of the Options, the Company shall:


 


(a)  at all times authorize, reserve and keep available, solely
for issuance upon exercise of the Options, sufficient shares of Common Stock as
shall be necessary to satisfy the requirements hereof;


 


(b)  on receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Consultant Option
Agreement and, in the case of loss, theft or destruction, on delivery of any
indemnity agreement or bond reasonably satisfactory in form and amount to the
Company or, in the case of mutilation, on surrender to the Company of this Consultant
Option Agreement, at its expense, execute and deliver, in lieu of this Consultant
Option Agreement, a new Consultant Option Agreement of like tenor; and


 


(c)  in connection with transfers permitted in Section 4 above,
on surrender for exchange of this Consultant Option Agreement or any Consultant
Option Agreement substituted herefor pursuant hereto, properly endorsed, to the
Company, at its expense, issue and deliver to or on the order of the holder
thereof a new Consultant Option Agreement of like tenor, in the name of such
holder, calling in the aggregate on the face thereof for the issuance of the
number of Shares issuable pursuant to the terms of the Consultant Option
Agreement so surrendered.


 


7.  Miscellaneous.


 


(a)  Notices. All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, telegram or facsimile
transmission, or if mailed, by postage prepaid first class mail, on the third
business day after mailing, to the following address (or at such other address
as a party may notify the other hereunder):


 


To the Company:


 


Coastal Carolina Bancshares, Inc.


2305 N. Oak Street


Myrtle Beach, South Carolina  29577


Attn:


          President


 


 


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To the Option Holder:


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


(b)  Amendment. Neither this Consultant Option Agreement
nor the rights granted hereunder may be amended, changed or waived except in a writing
signed by each party hereto.


 


(c)  Counterparts. This Consultant Option Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.


 


(d)  Governing Law. This Consultant Option Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of South Carolina.


 


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IN WITNESS WHEREOF, the Company has executed and the holder has signed
and accepted this Consultant Option Agreement as of the date and year first
above written.


 


 


	
   

  	
  COASTAL CAROLINA BANCSHARES, 

  INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Michael D. Owens

  
	
   

  	
  Its:  

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OPTION HOLDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
          [name]                     
   

  



 


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