Exhibit 4.3


 


COASTAL
CAROLINA BANCSHARES, INC.


 


ORGANIZER/FOUNDER
WARRANT 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
(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. Such Warrants are
granted on the following terms and conditions:


 


1. Exercise of Warrants.
The Warrant Holder may exercise the Warrants from time to time and receive the Shares
subject to the Warrants, 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


 


(3) Be accompanied by an executed copy of this Organizer/Founder
Warrant Agreement.


 


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(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 Organizer/Founder 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 Organizer/Founder 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 which the sale price is reported or, if no sale occurs
on that date, the average of 


 


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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 Organizer/Founder Warrant Agreement.


 


Except as expressly provided in this subsection 2(a), the Warrant
Holder shall have no rights by reason of (i) any subdivision or
consolidation of shares of any class of 


 


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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 Warrants.


 


The grant of the Warrants pursuant to this Organizer/Founder Warrant 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 Warrant
Holder shall have no rights as a stockholder with respect to any Shares
underlying the Warrants 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
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 


 


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(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 Warrants
and the Shares issuable pursuant to the Warrants. The issuance of the Warrants
vests in the holder the entire legal and beneficial interests in the Warrants,
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 Warrants, when issued, sold and delivered in
accordance with the terms of this Organizer/Founder Warrant Agreement for the
consideration expressed herein, will be duly and validly issued, fully paid and
non-assessable.


 


4.  Transfer
and Assignment.



 


(a)  The Warrants granted in this
Organizer/Founder Warrant Agreement may not be transferred or sold unless the
transfer is (i) exempt from regulatory approval or such 


 


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approval is obtained and (ii) permissible under applicable law,
including state and federal securities laws.


 


(b)  The Shares issued upon exercise of
the Warrants granted in this Organizer/Founder Warrant 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 that 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
Warrant Holder to either (i) exercise or forfeit all or part of the
Warrants or (ii) allow the Warrants to be terminated. If any of the
Regulatory Agencies so direct the Company, then the Warrant Holder must
exercise or forfeit the Warrants 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 Warrant Holder (i) specifying
the number of Shares relating to the Warrants for which the Warrants must be
exercised (the “Number”); (ii) specifying the date prior to which
the Warrants must be totally or partially exercised, as the case may be (the “Deadline”);
and (iii) stating that the failure of the Warrant holder to exercise the
Warrants shall result in their automatic termination. If less than all shares
relating to warrants and options held by all holders of warrants or options 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 Warrant Holder shall reflect a proportionate allocation based on the
number of Shares subject to this Organizer/Founder Warrant Agreement as
compared to the total number of shares subject to warrants and options held by
persons holding warrants with such a provision as a group.


 


(c)  If the Warrant Holder does not
exercise the Warrants pursuant to the terms of the Notice, this Organizer/Founder
Warrant Agreement shall be automatically terminated on the Deadline, without
further act or action by the Warrant Holder or the Company.  Thereafter, the Warrant Holder shall deliver
this Organizer/Founder Warrant Agreement to the Company for cancellation;
however, a failure to cancel this Organizer/Founder Warrant Agreement for any
reason (including non-delivery to the Company) shall not affect such
termination.  If the Number is less than
the total number of Shares that are then subject to exercise under this
Organizer/Founder Warrant Agreement, the Company shall issue a new Organizer/Founder
Warrant Agreement with respect to the Shares remaining covered hereby after the
partial exercise in compliance with Section 1(e) hereof.


 


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


 


(a)  at all times authorize, reserve and
keep available, solely for issuance upon exercise of the Warrants, 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 Organizer/Founder Warrant 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 Organizer/Founder Warrant Agreement, at its
expense execute and deliver, in lieu of this Organizer/Founder Warrant
Agreement, a new Organizer/Founder Warrant Agreement of like tenor; and


 


(c)  in connection with transfers
permitted in Section 4 above, on surrender for exchange of this Organizer/Founder
Warrant Agreement or any Organizer/Founder Warrant 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 Organizer/Founder
Warrant Agreement of like tenor, in the name of such Warrant Holder, calling in
the aggregate on the face thereof for the issuance of the number of Shares
issuable pursuant to the terms of the Organizer/Founder Warrant 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 


 


 


To the Warrant Holder:


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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


 


(c)  Counterparts. This Organizer/Founder
Warrant 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
Organizer/Founder Warrant Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of South Carolina.


 


IN WITNESS WHEREOF, the Company has executed
and the Warrant Holder has signed and accepted this Organizer/Founder Warrant
Agreement as of the date and year first above written.


 


 


	
   

  	
  COASTAL CAROLINA BANCSHARES,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Michael D. Owens

  
	
   

  	
  Its:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARRANT HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     [name]

  



 


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