Exhibit 10.1


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is made as of               ,
2008(1) between SCBT Financial Corporation, a South Carolina corporation
(the “Company”), and
                                
(the “Investor” and, collectively
with other Persons (as defined below) who have executed a Subscription
Agreement (as defined below), the “Investors”).


 


Execution
and delivery of this Agreement by the parties hereto are conditions to the
Investor purchasing Shares (as defined below) from the Company under the
Subscription Agreement (as defined below). 
Accordingly, the parties hereto hereby agree as follows:


 


Section 1.              Definitions. 
Unless the context otherwise requires, the terms defined in this Section 1
have the meanings herein specified for all purposes of this Agreement,
applicable to both the singular and plural forms of such terms:


 


“Affiliate” shall have the meaning under Rule 501(b) of
the Securities Act of 1933, as amended.


 


“Closing Date” has the meaning given in the
Subscription Agreement; provided
that if there is more than one Closing Date pursuant to the Subscription
Agreement, this term shall refer to the latest such Closing Date.


 


“Commission” means the Securities and Exchange Commission.


 


“Common Stock” means the common stock,
$2.50 par value per share, of the Company.


 


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


 


“Holder” means the record owner of
Registrable Securities.


 


“Person” means any natural person,
corporation, trust, association, limited liability company, partnership, joint
venture or other entity and any government, governmental agency,
instrumentality or political subdivision.


 


“Prospectus” shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including a
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective
amendments to the related Registration Statement, and in each case including
all documents incorporated by reference therein.


 


“Register,” “registered” and “registration”
refer to a registration effected by preparing and filing a Registration
Statement in compliance with the Securities Act, and the declaration or
ordering of the effectiveness of such Registration Statement.


 


“Registrable Securities” shall mean the
Shares; provided, however, that
the Shares shall cease to be Registrable Securities upon the earlier of (1) a
Registration Statement with respect to such Shares for the resale thereof
having been declared effective under the Securities Act and such Shares having
been disposed of pursuant to such Registration Statement, (2) such Shares
having become eligible to be sold without restriction as contemplated by Rule 144
under the Securities Act by a person who is not an Affiliate of the Company, or
(3) such Shares having ceased to be outstanding.


 


“Securities Act” means the Securities Act
of 1933, as amended.


 






(1) Closing Date to
be inserted


 


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“Shares” means the shares of Common Stock
sold and issued to the Investors pursuant to the Subscription Agreement (and
any shares of Common Stock issued in respect thereof as a result of any stock
split, stock dividend, recapitalization or exchange).


 


“Subscription Agreement” means,
collectively, Subscription Agreements between the Company and the Investors
relating to the purchase and sale of the Shares as of the date hereof.


 


Section 2.              Registration.


 


(a)           Subject to the receipt of all
necessary information from the Investors, the Company shall use its reasonable
best efforts to (i) prepare and file a “shelf” registration statement on
such  form as is then available to effect
a registration of the Registrable Securities, under the Securities Act covering
an offering of the Registrable Securities on a continuous basis pursuant to Rule 415
under the Securities Act (the “Registration Statement”),
on or before the date that is ten (10) days after the Closing Date (the “Filing Date”), (ii) cause such Registration Statement
to become effective as soon as practicable after filing, but in no event later
than the date that is one hundred (100) days after the Closing Date (the “Effectiveness Date”) and (iii) cause such Registration
Statement to remain effective (including preparing and filing with the
Commission such amendments and supplements to such Registration Statement and
the Prospectus contained therein as may be necessary to keep such Registration
Statement effective) until all of the Registrable Securities covered by such
Registration Statement have been sold or as otherwise set forth in this Section 2.


 


(b)           The Company shall use its reasonable
best efforts to maintain the effectiveness of the Registration Statement under
the Securities Act until the earlier of: 
(i) the date that is one (1) year after the Closing Date; and (ii) the
date on which all of the Registrable Securities have been sold pursuant to the
Registration Statement or no longer constitute Registrable Securities (the
period ending as of such earlier date, the “Registration Period”).


 


(c)           Notwithstanding the foregoing, the
Company’s obligations under Sections 2(a) and 2(b) to cause the
Registration Statement to become and remain effective shall be suspended, at
the option of the Company, for not more than a total of sixty (60) days (and
not for more than forty five (45) consecutive days) in any 365 day period (an “Allowed Delay”) if the Company determines in good faith that
an event has occurred or a condition exists that results or may result in a
Misstatement (as defined in Section 11 below).


 


Section 3.              Registration Procedures.  If
and whenever the Company is required by the provisions of Section 2 hereof
to effect the registration of Registrable Securities under the Securities Act,
the Company will:


 


(a)           If the offering is to be underwritten
in whole or in part, enter into a customary written underwriting agreement in
form and substance reasonably satisfactory to the managing underwriter of the
public offering, the Company and the Holders of a majority of the Registrable
Securities participating in such offering;


 


(b)           Furnish to the Holders participating
in such registration such reasonable number of copies of the Registration
Statement and each amendment and supplement thereto, preliminary Prospectus,
final Prospectus and such other documents as such Holders may reasonably
request in order to facilitate the public offering of such securities;


 


(c)           At the request of a Holder, use
reasonable best efforts to register or qualify the securities covered by such
Registration Statement under such state securities or blue sky laws of such
jurisdictions in the United States as such participating Holders may reasonably
request prior to the effectiveness of such Registration Statement; provided,
however, that in no event shall the Company be 


 


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obligated
to (i) qualify as a foreign corporation or dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for
this Section 3 or (ii) file any general consent to service of process
in any jurisdiction where it is not so subject;


 


(d)           Notify the Holders participating in
such registration, promptly after it receives notice thereof, of the date and
time when such Registration Statement and each post-effective amendment thereto
has become effective or a supplement to any Prospectus forming a part of such
Registration Statement has been filed;


 


(e)           Notify such Holders promptly of any
request by the Commission to amend or supplement such Registration Statement or
Prospectus or for additional information;


 


(f)            Prepare and file with the
Commission, promptly upon the request of the Holders of at least 35% of the
Registrable Securities, any amendments or supplements to such Registration
Statement or Prospectus which, in the written opinion of such counsel as may be
appointed by the Holders of a majority of the Registrable Securities, which
opinion shall be reasonably acceptable to counsel for the Company, is required
under the Securities Act or the rules and regulations of the Commission
thereunder in connection with the distribution of the Registrable Securities by
such Holders;


 


(g)           Prepare and file promptly with the
Commission, and promptly notify such Holders of the filing of, such amendments
or supplements to such Registration Statement or Prospectus as may be necessary
to correct any statements or omissions if, at the time when a Prospectus
relating to such securities is required to be delivered under the Securities
Act, any event has occurred as the result of which any such Prospectus or any
other Prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;


 


(h)           Advise such Holders, promptly after
it receives notice or obtains knowledge thereof, of the issuance of any stop
order by the Commission suspending the effectiveness of such Registration
Statement or the initiation or threatening of any proceeding for that purpose
and promptly use its reasonable best efforts to prevent the issuance of any
stop order or to obtain its withdrawal, rescission or removal if such stop
order should be issued;


 


(i)            At the request of a managing underwriter
of the public offering, if the offering is to be underwritten in whole or in
part, use its reasonable best efforts to furnish to such managing underwriter,
at the closing provided for in the underwriting agreement: (A) an opinion
of the counsel representing the Company for the purposes of such registration,
dated as of the date of closing, addressed to the underwriters covering such
matters with respect to the Registration Statement, the Prospectus and each
amendment or supplement thereto, proceedings under state and federal securities
laws, other matters relating to the Company, the securities being registered
and the offer and sale of such securities as are customarily the subject of
opinions of issuer’s counsel provided to underwriters in underwritten public
offerings and (B) a letter of the independent certified public accountants
of the Company, in form and substance as is customarily given by independent
certified public accountants to the underwriters in an underwritten public
offering, addressed to the underwriters;


 


(j)            Provide a transfer agent and
registrar, which may be a single entity, for the Registrable Securities not
later than the Effectiveness Date; and


 


(k)           Use reasonable best efforts to cause
all such Registrable Securities to be listed on each securities exchange on
which securities of the same class issued by the Company are then listed.


 


Section 4.              Accuracy of Registration Statement. 
Subject to the Company’s rights under Section 2(c) and Section 11,
any Registration Statement (including any amendments or supplements thereto and
Prospectuses contained therein) filed by the Company covering Registrable
Securities will not, in the case of the Registration Statement, contain any
untrue statement of a material fact or omit to state a 


 


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material
fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading
and will not, in the case of the Prospectus, include any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.  Subject to the
limitations set forth in Section 11, the Company will prepare and file
with the Commission such amendments (including post-effective amendments) and
supplements to any Registration Statement and the Prospectus used in connection
with the Registration Statement as may be necessary to permit sales pursuant to
the Registration Statement at all times during the Registration Period (subject
to any such post-effective amendment that is not automatically effective upon
filing being declared effective), and, during such period, will comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by any Registration Statement
until the termination of the Registration Period, or if earlier, until such
time as all of such Registrable Securities have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as
set forth in the Registration Statement.


 


Section 5.              Additional Obligations of the Company.


 


5.1           Review.  The Company will permit such counsel as may
be appointed by the Holders of a majority of the Registrable Securities (which
counsel shall be reasonably acceptable to the Company), to review any
Registration Statement covering Registrable Securities and all amendments and
supplements thereto (as well as all requests for acceleration or effectiveness
thereof) a reasonable period of time prior to their filing with the Commission,
and will not file any document in a form to which such counsel reasonably
objects, unless otherwise required by law in the opinion of the Company’s
counsel.  The sections of any such
Registration Statement including information with respect to the Investor, the
Investor’s beneficial ownership of securities of the Company or the Investor’s
intended method of disposition of Registrable Securities must conform to the
information provided to the Company by the Investor (unless otherwise required
by law in the opinion of the Company’s counsel).


 


5.2           Expenses.  With respect to the registration effected
pursuant to Section 2 hereof, the Company will bear all fees, costs and
expenses of and incidental to the Company’s performance of or compliance with
this Agreement with respect to such registration and the public offering in
connection therewith; provided,
however, that the Company shall not be liable for any underwriting,
brokerage or other selling discounts and commissions, which in all cases shall
be borne by the Holders.  Such fees,
costs and expenses of registration to be borne as provided in the preceding
sentence, include, without limitation, all registration, filing and Financial
Industry Regulatory Authority, Inc. fees, printing expenses, fees and
disbursements of counsel and accountants for the Company and all expenses of
complying with state securities or blue sky laws of any jurisdictions in which
the securities to be offered are to be registered or qualified.  The Holders will bear all fees and
disbursements of one firm of counsel for all selling security holders, selected
by the Holders of a majority of the Registrable Securities to be included in
such registration.


 


5.3           Due
Diligence.  The Company will
make available during normal business hours for inspection by any Investor
whose Registrable Securities are being sold pursuant to a Registration
Statement and one firm of attorneys retained by the Investors (collectively,
the “Inspectors”), all pertinent
financial and other records, pertinent corporate documents and properties of
the Company (collectively, the “Records”),
as each Inspector reasonably deems necessary to enable the Inspector to
exercise its due diligence responsibility. 
The Company will cause its officers, directors and employees to supply
all information that any Inspector may reasonably request for purposes of
performing such due diligence.  Each
Inspector will hold in confidence, and will not make any disclosure of, any
Records or other information that the Company determines in good faith to be
confidential, and of which determination the Inspectors are so notified,
unless:  (i) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement; (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court or government body of
competent jurisdiction, or (iii) the information in such Records has been
made generally available to the public other than by disclosure in violation of
this or any other agreement.


 


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Notwithstanding
any of the foregoing, nothing herein shall obligate the Company to provide to
any Investor, or to any advisors or representatives of any Investor, any
material nonpublic information.  The
Company shall not disclose material nonpublic information to the Investors, or
to advisors to or representatives of the Investors, unless prior to disclosure
of such information the Company identifies such information as being material
nonpublic information and provides the Investors, such advisors and
representatives with the opportunity to accept or refuse to accept such
material nonpublic information for review and any Investor wishing to obtain
such information enters into an appropriate confidentiality agreement with the
Company with respect thereto.


 


Section 6.              Indemnification.


 


(a)           The Company will, and does hereby
undertake to, indemnify and hold harmless each Holder, each of its officers,
directors and partners, and each person controlling such Holder within the
meaning of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Agreement, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of the Securities Act, against all expenses, claims, losses,
damages and liabilities (or actions in respect thereof), including settlement
of any litigation, commenced or threatened (such settlement to be made in
accordance with the terms of Section 6(c) of this Agreement) to which
they may become subject under the Securities Act, the Exchange Act, or other
federal or state law, arising out of or based on compliance with, any untrue
statement (or alleged untrue statement) of a material fact contained in any
Registration Statement, Prospectus (preliminary or final), offering circular or
other document or amendments thereto, or arising out of or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or arising out of or any
violation by the Company of any federal, state or common law rule or
regulation applicable to the Company and relating to action or inaction
required of the Company by such rule or regulation in connection with any
such registration, qualification or compliance, and will reimburse each such
Holder, each of its officers, directors and partners, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action; provided, that
the Company will not be liable in any such case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based on any
untrue statement or omission or alleged untrue statement or omission, made in
reliance upon and in conformity with written information furnished to the
Company by an instrument executed by a Holder or underwriter expressly for use
in connection with such registration.


 


(b)           Each Holder will, if Registrable
Securities held by such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify and hold
harmless the Company, each of its directors and officers, agents and employees,
each underwriter, if any, of the Company’s securities covered by such a
Registration Statement, each person who controls the Company or such
underwriter within the meaning of the Securities Act, and each other such
Holder, each of its officers, directors and partners and each person
controlling such Holder within the meaning of the Securities Act, against all
claims, losses, damages and liabilities (or actions in respect thereof to which
they may become subject) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such Registration
Statement, Prospectus, offering circular or other document, or amendments
thereto, or any omission (or alleged omission) to state therein a material fact
required to be stated therein in light of the circumstances in which they were
made, or necessary to make the statements therein, not misleading, and will
reimburse the Company, such Holders, such directors, officers, persons,
underwriters or control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such Registration Statement, Prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by an instrument executed by such
Holder expressly for use in connection with such registration; provided,
however, that the obligations of such Holders hereunder shall be limited to an
amount equal to the proceeds to each such Holder of Registrable Securities from
the sale of such Registrable Securities as contemplated herein.


 


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(c)           Each party entitled to
indemnification under this Section (the “Indemnified
Party”) shall give notice to the party required to provide
indemnification (the “Indemnifying Party”)
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall deliver written notice to the
Indemnifying Party of commencement thereof. 
The Indemnifying Party, at its sole option, may participate in or assume
the defense of any such claim or any litigation resulting therefrom with
counsel reasonably satisfactory to the Indemnified Party, and the Indemnified
Party may participate in such defense at Indemnified Party’s expense.  After notice from the Indemnifying Party to
the Indemnified Party of its election to assume the defense of such claim or
action and engagement of such counsel, the Indemnifying Party shall not be
liable to the Indemnified Party under this Section 6 for any legal or
other expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof.  No
Indemnifying Party shall (i) without the prior written consent of the
Indemnified Parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
Indemnified Parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each Indemnified Party from all liability arising out of such claim, action,
suit or proceeding and does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any Indemnified Party
or (ii) be liable for any settlement of any such action effected without
its written consent (which consent shall not be unreasonably withheld), but if
settled with the consent of the Indemnifying Party or if there be a final
judgment of the plaintiff in any such action, the Indemnifying Party agrees to
indemnify and hold harmless any Indemnified Party from and against any loss or
liability by reason of such settlement or judgment to the extent required by
this Section 6.


 


(d)           The indemnification provided for
under this Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Party or any officer,
director or controlling person of such Indemnified Party and will survive the
transfer of Registrable Securities.  The
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Section except
to the extent that such failure to give notice shall materially adversely
affect the Indemnifying Party in the defense of any such litigation.  No Indemnifying Party, in the defense of any
such claim or litigation shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term a release from all liability in respect to
such claim or litigation by the claimant or plaintiff to such Indemnified
Party.


 


(e)           If the indemnification provided for
in subsection (a) or (b) of this Section is held by a court of
competent jurisdiction to be unavailable to a party to be indemnified with
respect to any claims, actions, demands, losses, damages, liabilities, costs or
expenses referred to therein, then each Indemnifying Party under any such
subsection, in lieu of indemnifying such Indemnified Party thereunder, agrees
to contribute to the amount paid or payable by such Indemnified Party as a
result of such claims, actions, demands, losses, damages, liabilities, costs or
expenses in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party on the one hand and of the Indemnified Party on the
other in connection with the statements or omissions which resulted in such
claims, actions, demands, losses, damages, liabilities, costs or expenses, as
well as any other relevant equitable considerations. The relative fault of the
Indemnifying Party and of the Indemnified Party will be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  Notwithstanding the foregoing, the amount any
Holder of Registrable Securities will be obligated to contribute pursuant to
this subsection will be limited to an amount equal to the per share public
offering price (less any underwriting discount and commissions) multiplied by
the number of shares of Registrable Securities sold by such Holder pursuant to
the Registration Statement which gives rise to such obligation to contribute
(less the aggregate amount of any damages which such Holder has otherwise been
required to pay in respect of such claim, action, demand, loss, damage,
liability, cost or expense or any substantially similar claim, action, demand,
loss, damage, liability, cost or expense arising from the sale of such
Registrable Securities). No person guilty of 


 


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fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution hereunder from any person who
was not guilty of such fraudulent misrepresentation.


 


Section 7.              Reporting Requirements Under Exchange Act.  The
Company will maintain the effectiveness of its registration of Common Stock
under Section 12 of the Exchange Act and use its reasonable best efforts
to timely file (whether or not it is then required to do so) such information,
documents and reports as the Commission may require or prescribe under the
Securities Act or the Exchange Act.  The
Company will, forthwith upon written request, furnish to any Holder of
Registrable Securities a written statement by the Company, if true, that it has
complied with such reporting requirements. 
In addition, the Company will use its reasonable best efforts to take
such other measures and file such other information, documents and reports, as
may be required of it hereafter by the Commission as a condition to the
availability of Rule 144 under the Securities Act (or any similar
exemptive provision hereafter in effect). 
This Section 7 shall cease to apply as of the end of the
Registration Period.


 


Section 8.              Participation in an Underwritten Registration.  No
Holder may participate in an underwritten registration relating to a sale of
the Common Stock unless such Holder (a) agrees to sell such Holder’s
Registrable Securities on the basis provided in any underwriting arrangement
approved by the Company in accordance with the provision of Section 3(a) of
this Agreement and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents reasonably required under the terms of such
underwriting arrangements.


 


Section 9.              Selection of Underwriters.  The
Holders of Registrable Securities covered by the Registration Statement who
desire to do so may sell the Shares covered by such Registration Statement in
an underwritten offering.  In any such
underwritten offering, the underwriter or underwriters and manager or managers
that will administer the offering will be selected by the Holders of a majority
of the Registrable Securities included in such offering; provided, however,
that such underwriters and managers must be reasonably satisfactory to the
Company.


 


Section 10.            Holder Information.


 


(a)           The rights of each Holder of
Registrable Securities to participate in any registration to be effected
pursuant to this Agreement is subject to such Holder furnishing the Company
with such information with respect to such Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request
and as may be required by law or by the Commission in connection therewith, and
each Holder of Registrable Securities as to which any registration is to be
effected pursuant to this Agreement shall furnish the Company with such
information by a written instrument executed by such Holder.


 


(b)           Each selling Holder shall promptly
advise the Company in writing if changes in the Registration Statement or the
Prospectus are required in order that disclosures made in the Registration
Statement or Prospectus based upon written information previously provided or
approved by the selling Holder for use in the Registration Statement and
Prospectus, will not, in the case of the Registration Statement, contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and will not, in the case of the Prospectus, include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which
they were made, not misleading.


 


Section 11.            Suspension of Sales.  Upon
receipt of written notice from the Company that a Registration Statement or
Prospectus contains an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading (a “Misstatement”),
each Holder of Registrable Securities shall forthwith discontinue disposition
of Registrable Securities until such Holder has received copies of the supplemented
or amended Registration Statement or Prospectus that corrects such
Misstatement, or until such Holder is advised in writing by the Company that
the use of the Prospectus may be resumed, and, if so directed by the Company,
such Holder shall deliver to the Company (at the Company’s expense) all copies,
other than permanent file copies then 


 


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in
such Holder’s possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice.  The Investor acknowledges that an event or
condition that results or may result in a Misstatement could include a bona
fide transaction or financing under consideration by the Company or other event
or condition that would require the disclosure of information that has not
been, and is not otherwise required to be, disclosed to the public, the
premature disclosure of which could materially and adversely affect the
Company, and this Agreement shall not be construed to require the Company to
make such premature disclosure.


 


Section 12.            Forms.  All
references in this Agreement to particular forms of Registration Statements are
intended to include, and will be deemed to include, references to all successor
forms which are intended to replace, or to apply to similar transactions as,
the forms herein referenced.


 


Section 13.            Miscellaneous.


 


13.1         Waivers
and Amendments.  With the
written consent of the Holders of a majority of the Registrable Securities then
outstanding, the obligations of the Company and the rights of the Holders under
this Agreement may be waived (either generally or in a particular instance,
either retroactively or prospectively and either for a specified period of time
or indefinitely), and with the same consent the Company may enter into a
supplementary agreement for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of any
supplemental agreement or modifying in any manner the rights and obligations
hereunder of the Holders and the Company;
provided, however, that no such waiver or
supplemental agreement may reduce the aforesaid proportion of Registrable
Securities, the Holders of which are required to consent to any waiver or
supplemental agreement, without the consent of the Holders of all the
Registrable Securities; and  provided further, and notwithstanding any
provision herein to the contrary, that any such waiver amendment or
supplement that applies only to a particular registration shall require only the
written consent of the Holders of a majority of the Registrable Securities
included in such registration. 
Notwithstanding the foregoing, if any such amendment, modification or
waiver would adversely affect in any material respect any Holder or group of
Holders who have comparable rights under this Agreement disproportionately to
the other Holders having such comparable rights, such amendment, modification,
or waiver shall also require the written consent of the Holder(s) so
adversely affected.  Upon the
effectuation of each such waiver, consent or agreement of amendment or
modification, the Company will give prompt written notice thereof to the
Holders of the Registrable Securities who have not previously consented thereto
in writing.  Neither this Agreement nor
any provision hereof may be changed, waived, discharged or terminated orally or
by course of dealing, except by a statement in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, except to the extent provided in this Section 13.1.  Specifically, but without limiting the
generality of the foregoing, the failure of any Investor at any time or times
to require performance of any provision hereof by the Company will not affect
the right of any Investor at a later time to enforce the same.  No waiver by any party of the breach of any
term or provision contained in this Agreement, in any one or more instances,
will be deemed to be, or construed as, a further or continuing waiver of any
such breach, or a waiver of the breach of any other term or covenant contained
in this Agreement.


 


13.2         Effect
of Waiver or Amendment.  The
Investor acknowledges that by operation of Section 13.1 the Holders of a
majority of the Registrable Securities will, subject to the limitations
contained in Section 13.1, have the right and power to diminish or
eliminate certain rights of such Investor under this Agreement.


 


13.3         Rights
of Investors Inter Se.  The
Investor has the absolute right to exercise or refrain from exercising any
right or rights which the Investor may have by reason of this Agreement or any
Registrable Security, including, without limitation, the right to consent to
the waiver of any obligation of the Company under this Agreement and to enter
into an agreement with the Company for the purpose of modifying this Agreement
or any agreement effecting any such modification, and the Investor will not
incur any liability to any other Investor or Investors with respect to
exercising or refraining from exercising any such right or rights.


 


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13.4         Notices.  All notices, requests, consents and other
communications required or permitted hereunder will be in writing and will be
delivered, or mailed first class postage prepaid, registered or certified mail,


 


(a)           If to the Investor, addressed to the
Investor at its address shown on the Investor’s Subscription Agreement related
to the Registrable Securities hereto, or at such other address as the Investor
may specify by written notice to the Company; or


 


(b)           If to the Company, at 520 Gervais
Street, Columbia, South Carolina 29201, Attention: Richard C. Mathis, Executive
Vice President and Chief Risk Officer, or at such other address as the Company
may specify by written notice to the Investors;


 


and
each such notice, request, consent and other communication will for all
purposes of this Agreement be treated as being effective or having been given
when delivered, if delivered personally, or, if sent by mail, at the earlier of
its actual receipt or three (3) days after the same has been deposited in
a regularly maintained receptacle for the deposit of United States mail,
addressed and postage prepaid as aforesaid.


 


13.5         Severability.  If any one or more of the provisions of this Agreement
or of any agreement entered into pursuant to this Agreement is determined to be
illegal or unenforceable, it is the intention of the parties hereto that all
other provisions of this Agreement and of each other agreement entered into
pursuant to this Agreement should be given effect separately from the provision
or provisions determined to be illegal or unenforceable and not be affected
thereby.


 


13.6         Parties
in Interest.  All the terms
and provisions of this Agreement will be binding upon and inure to the benefit
of and be enforceable by the respective successors and assigns of the parties
hereto, whether so expressed or not and, in particular, will inure to the
benefit of and be enforceable by the Holder or Holders at the time of any
registration of Registrable Securities. 
Subject to the immediately preceding sentence, this Agreement will not
run to the benefit of or be enforceable by any Person other than a party to
this Agreement and its successors and assigns.


 


13.7         Headings.  The headings of the sections, subsections and
paragraphs of this Agreement have been inserted for convenience of reference
only and do not constitute a part of this Agreement.


 


13.8         Entire
Agreement.  This Agreement
constitutes the entire understanding of the parties with respect to the subject
matter hereto and supersedes all prior understanding among such parties with
respect to the subject matter hereto.


 


Section 14.            Governing Law; Jurisdiction.


 


All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that any suit, action
or proceeding (a “Proceeding”) concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement (whether brought
against a party hereto or its respective Affiliates, employees or agents) shall
be commenced exclusively in the New York Courts. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the New York Courts for
the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any such New York Court, or that such
Proceeding has been commenced in an improper or inconvenient forum. Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such Proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to 


 


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serve
process in any manner permitted by law. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


14.2         Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, with
the same effect as if all parties had signed the same document.  All such counterparts will be deemed an
original, will be construed together and will constitute one and the same
instrument.


 


14.3         Assignment
of Registration Rights.  The
rights of the Investor hereunder, including the right to have the Company
register Registrable Securities pursuant to this Agreement, will be
automatically assigned by the Investor to transferees or assignees of all or
any portion of the Registrable Securities, but only if:  (a) the Investor agrees in writing with
the transferee or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment; (b) the
Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are
being transferred or assigned; (c) after such transfer or assignment the
further disposition of such securities by the transferee or assignee is
restricted under the Securities Act and applicable state securities laws; (d) at
or before the time the Company received the written notice contemplated by
clause (b) of this sentence, the transferee or assignee agrees in
writing with the Company to be bound by all of the provisions contained herein
and (e) such transfer shall have been made in accordance with the
applicable requirements of the Subscription Agreement.


 


14.4.        No Piggyback on Registrations;
Prohibit on Filing Other Registration Statements.  The Company shall not include securities of
the Company in the Registration Statement other than the Registrable Securities
and the Company shall not, prior to the date on which the initial Registration
Statement is first declared effective by the Commission (the “Effective Date”),
enter into any agreement providing any such right to any of its security
holders. The Company shall not, from the date hereof until the date that is 30
days after the Effective Date, prepare and file with the Commission a
registration statement relating to an offering for its own account under the
Securities Act of any of its Common Shares. 
Notwithstanding anything to the contrary herein, this Section 14.4
shall not apply to and shall not limit the Company with respect to (i) a
registration statement on Form S-8, (ii) in connection with an
acquisition, a registration statement on Form S-4, (iii) a
registration statement filed in connection with U.S. Treasury’s Capital
Purchase Program, or (iv) a registration statement to register for resale
securities issued by the Company pursuant to acquisitions or strategic
transactions (other than a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose
primary business is investing funds in securities for its own account) approved
by the board of directors of the Company.


 


[SIGNATURE PAGE TO FOLLOW]


 


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In
Witness Whereof, each
of the parties hereto has caused this Registration Rights Agreement to be
executed personally or by a duly authorized representative thereof as of the
day and year first above written.


 


	
  SCBT
  FINANCIAL CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
  Printed Name of Investor

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


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