Exhibit 10.2





 


 


Exhibit 10.2


 


NOTE


 


$10,000,000.00                                                                                                       
                                                                                                                                                               Atlanta, Georgia



                                                                                                                                                                                                                                                                                             June
6, 2014


 


            FOR
VALUE RECEIVED, the undersigned, Southern First Bancshares, Inc., a South
Carolina corporation (the “Borrower”), hereby promises to pay to
The Brand Banking Company (the “Lender”) or its registered
assigns at its principal office or any other office that the Lender designates,
on the Maturity Date (as defined in the Loan Agreement dated as of June 6,
2014, by and between the Borrower and the Lender) (as the same may be amended,
supplemented or otherwise modified from time to time, the “Loan Agreement”),
the lesser of the principal sum of Ten Million and no/100 Dollars ($10,000,000)
and the aggregate unpaid principal amount of all Loans made by the Lender to
the Borrower pursuant to the Loan Agreement, in lawful money of the United
States of America in immediately available funds, and to pay interest from the
date hereof on the principal amount thereof from time to time outstanding, in
like funds, at said office, at the rate or rates per annum and payable on such
dates as provided in the Loan Agreement.  In addition, should legal action or
an attorney-at-law be utilized to collect any amount due hereunder, the
Borrower further promises to pay all costs of collection, including the
reasonable attorneys’ fees of the Lender.


 


            The
Borrower promises to pay interest, on demand, on any overdue principal and, to
the extent permitted by law, overdue interest from its due dates at a rate or
rates provided in the Loan Agreement.


 


            All
borrowings evidenced by this Note and all payments and prepayments of the
principal hereof and the date thereof shall be recorded by the holder hereof in
its internal records; provided, that the failure of the holder hereof to
make such a notation or any error in such notation shall not affect the
obligations of the Borrower to make the payments of principal and interest in
accordance with the terms of this Note and the Loan Agreement.


 


            This
Note is issued in connection with, and is entitled to the benefits of, the Loan
Agreement which, among other things, contains provisions for the acceleration
of the maturity hereof upon the happening of certain events, for prepayment of
the principal hereof prior to the maturity hereof and for the amendment or
waiver of certain provisions of the Loan Agreement, all upon the terms and
conditions therein specified.  THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA  AND ANY APPLICABLE LAWS OF
THE UNITED STATES OF AMERICA.


 


 


                                        SOUTHERN
FIRST BANCSHARES, INC.


 


                                        By:                                                       


                                             Name:


                                             Title:


                                        [SEAL]