Exhibit 1.1 [UVEST LETTERHEAD] SELLING AGENT PLACEMENT AGREEMENT September , 2001 UVEST Investment Services, Inc. 128 South Tryon Street Suite 1340 Charlotte, North Carolina 28202 Re: HCSB Financial Corporation Public Offering Of Common Stock Ladies...Letter Agreement • September 17th, 2001 • HCSB Financial Corp • Blank checks • North Carolina
GUARANTEE AGREEMENT HCSB FINANCIAL CORPORATION Dated as of December 21, 2004Guarantee Agreement • December 27th, 2004 • HCSB Financial Corp • Finance services • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 21, 2004, is executed and delivered by HCSB Financial Corporation, incorporated in South Carolina (the “Guarantor”), and JPMorgan Chase Bank, N.A., as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of HCSB Financial Trust I, a Delaware statutory trust (the “Issuer”).
PURCHASE AND ASSUMPTION AGREEMENT dated as of March 24, 2015 Between HORRY COUNTY STATE BANK as Seller and SANDHILLS BANK as PurchaserPurchase and Assumption Agreement • March 30th, 2015 • HCSB Financial Corp • Savings institution, federally chartered • South Carolina
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of March 24, 2015 (this “Agreement”), between Horry County State Bank, a state-chartered banking corporation organized under the laws of South Carolina with its principal office located in Loris, South Carolina (“Seller”), and Sandhills Bank, a state-chartered banking corporation organized under the laws of South Carolina with its principal office located in North Myrtle Beach, South Carolina (“Purchaser”).
SECURITIES PURCHASE AGREEMENT by and between THE UNITED STATES DEPARTMENT OF THE TREASURY and HCSB FINANCIAL CORPORATION Dated as of February 29, 2016Securities Purchase Agreement • March 3rd, 2016 • HCSB Financial Corp • Savings institution, federally chartered • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2017 • HCSB Financial Corp • State commercial banks • South Carolina
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 21, 2017, is made by and among HCSB Financial Corporation, a South Carolina corporation (the “Company”), Horry County State Bank, a South Carolina state-chartered commercial bank, which is a wholly owned subsidiary of the Company (the “Bank” and collectively, with the Company, the “Employer”), and Janet H. Hollar, an individual resident of South Carolina (the “Executive”). This Agreement amends and restates that certain existing employment agreement between the parties dated February 29, 2016 and that certain existing noncompete agreement between the parties dated May 26, 2016.
HCSB FINANCIAL CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • November 7th, 2016 • HCSB Financial Corp • State commercial banks • South Carolina
THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of this day of _________, ________ between HCSB Financial Corporation, a South Carolina corporation (the “Company”), and _________ (the “Optionee”).
AGREEMENT AND PLAN OF MERGER by and between HCSB FINANCIAL CORPORATION and UNITED COMMUNITY BANKS, INC. April 19, 2017Agreement and Plan of Merger • April 20th, 2017 • HCSB Financial Corp • State commercial banks • Georgia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 19th day of April, 2017, by and between HCSB FINANCIAL CORPORATION, a South Carolina corporation (“Seller” and, unless the context otherwise requires, the term “Seller” shall include Seller and its wholly-owned subsidiary bank, HORRY COUNTY STATE BANK, a South Carolina bank (the “Bank”)), and UNITED COMMUNITY BANKS, INC., a Georgia corporation (“Buyer”).
STOCK PURCHASE AGREEMENT dated March 2, 2016 by and among HCSB FINANCIAL CORPORATION and The purchasers identified on the signature pages heretoStock Purchase Agreement • March 9th, 2016 • HCSB Financial Corp • Savings institution, federally chartered • Delaware
This Stock Purchase Agreement (this “Agreement”) is dated as of March 2, 2016, by and among HCSB Financial Corporation, a South Carolina corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
HCSB FINANCIAL CORPORATION OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • March 30th, 2005 • HCSB Financial Corp • Finance services
HCSB FINANCIAL CORPORATION OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN INCENTIVE STOCK OPTION GRANT AGREEMENTOmnibus Stock Ownership and Long Term Incentive Plan • March 30th, 2005 • HCSB Financial Corp • Finance services • South Carolina
The Compensation Committee of the Board of Directors of HCSB Financial Corporation (the Corporation), acting under authority of the 2004 Omnibus Stock Ownership and Long Term Incentive Plan (the Plan), subject to approval of the Plan by the shareholders of the Corporation, hereby grants to James R. Clarkson (the Optionee) on February 23, 2004 the right to purchase, as an Incentive Stock Option, 4,312 shares of the Corporation’s common stock, at the now current market price of $25.0O, during the next ten years ending February 23, 2014, subject to the terms and conditions described below. The rights described herein are not valid unless signed below by both a duly authorized officer of the Corporation and the Optionee.
SUBORDINATED NOTE PURCHASE AGREEMENT DATED AS OF MARCH 29, 2010 BY AND AMONG HCSB FINANCIAL CORPORATION AND THE PURCHASERS NAMED HEREINSubordinated Note Purchase Agreement • April 23rd, 2010 • HCSB Financial Corp • Savings institution, federally chartered • South Carolina
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 29, 2010, and entered into by and among HCSB Financial Corporation, a South Carolina corporation (the “Company”), and the purchasers listed on Exhibit A hereto (the “Initial Purchaser”) and any subsequent purchaser (a “Subsequent Purchaser”) who executes a counterpart of this Agreement that is accepted by the Company (each Initial Purchaser and any Subsequent Purchaser is referred to herein as a “Purchaser” and collectively, as the “Purchasers”). Capitalized terms that are not otherwise defined shall have the meanings set forth in Section 11 hereof.
SELLING AGENT PLACEMENT AGREEMENT December 10, 2001 Re: HCSB Financial Corporation Public Offering Of Common Stock Ladies and Gentlemen: This letter agreement (this "Agreement") sets forth and confirms the terms and conditions of the engagement of...Selling Agent Placement Agreement • January 2nd, 2002 • HCSB Financial Corp • Blank checks • North Carolina
DIRECTOR DEFERRED COMPENSATION AGREEMENTDirector Deferred Compensation Agreement • March 27th, 2007 • HCSB Financial Corp • Finance services • South Carolina
THIS AGREEMENT is made this day of , by and between Horry County State Bank of Loris, South Carolina (the “Company”), and (the “Director”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2017 • HCSB Financial Corp • State commercial banks
This amendment (the “Amendment”) is made by and among HCSB Financial Corporation, a South Carolina corporation (the “Company”), Horry County State Bank (the “Bank”), a South Carolina state-chartered commercial bank, which is a wholly owned subsidiary of the Company (the Company and the Bank collectively referred to herein as the “Employer”), and Janet H. Hollar, an individual resident of South Carolina (the “Executive”). This Agreement amends that certain Amended and Restated Employment Agreement between the Employer and the Executive, dated March 21, 2017. This Amendment is dated April 19, 2017 and takes effect on the consummation of the Merger (the “Effective Date”) referenced below; provided, however, that in the event this Amendment becomes void because of a failure to consummate the Merger, the Amended and Restated Employment Agreement shall not be amended and shall remain in full force and effect as before this Amendment.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • May 13th, 2016 • HCSB Financial Corp • Savings institution, federally chartered • South Carolina
THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) dated as of May 13, 2016, is made by and between Horry County State Bank, a South Carolina state-chartered commercial bank (the “Bank”), which is a wholly owned subsidiary of the HCSB Financial Corporation (the “Company”), and James R. Clarkson, an individual resident of South Carolina.
UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 March 6, 2009HCSB Financial Corp • March 10th, 2009 • Savings institution, federally chartered
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2017 • HCSB Financial Corp • State commercial banks
This amendment (the “Amendment”) is made by and among HCSB Financial Corporation, a South Carolina corporation (the “Company”), Horry County State Bank (the “Bank”), a South Carolina state-chartered commercial bank, which is a wholly owned subsidiary of the Company (the Company and the Bank collectively referred to herein as the “Employer”), and J. Ricky Patterson, an individual resident of South Carolina (the “Executive”). This Agreement amends that certain Amended and Restated Employment Agreement between the Employer and the Executive, dated March 21, 2017. This Amendment is dated April 19, 2017 and takes effect on the consummation of the Merger (the “Effective Date”) referenced below; provided, however, that in the event this Amendment becomes void because of a failure to consummate the Merger, the Amended and Restated Employment Agreement shall not be amended and shall remain in full force and effect as before this Amendment.
Written Agreement by and between HCSB FINANCIALCORPORATION Loris, South Carolina and Docket No. 11-034 -WA/RB-HCHCSB Financial Corp • May 12th, 2011 • Savings institution, federally chartered
WHEREAS, HCSB Financial Corporation, Loris, South Carolina (“HCSB”), a registered bank holding company, owns and controls Horry County State Bank, Loris, South Carolina (the “Bank”), a state-chartered nonmember bank, and a nonbank subsidiary;
CONSULTING AND NONCOMPETE AGREEMENTConsulting and Noncompete Agreement • March 3rd, 2016 • HCSB Financial Corp • Savings institution, federally chartered • South Carolina
THIS CONSULTING AND NONCOMPETE AGREEMENT (this “Agreement”) dated as of February 29, 2016, is made by and among HCSB Financial Corporation, a South Carolina corporation (the “Company”), Horry County State Bank, a South Carolina state-chartered commercial bank, which is a wholly owned subsidiary of the Company (the “Bank” and collectively, with the Company, “HCSB”), and James R. Clarkson, an individual resident of South Carolina.
NONCOMPETE AGREEMENTNoncompete Agreement • June 1st, 2016 • HCSB Financial Corp • Savings institution, federally chartered • South Carolina
THIS NONCOMPETE AGREEMENT (this “Agreement”) dated as of May 26, 2016, is made by and among HCSB Financial Corporation, a South Carolina corporation (the “Company”), Horry County State Bank, a South Carolina state-chartered commercial bank, which is a wholly owned subsidiary of the Company (the “Bank” and collectively with the Company, the “Employer”), and Janet H. Hollar, an individual resident of South Carolina (the “Executive”).
PLACEMENT AGREEMENT among HCSB FINANCIAL TRUST I, Issuer HCSB FINANCIAL CORPORATION, Sponsor and COHEN BROS. & COMPANY Placement Agent Dated as of December 17, 2004Placement Agreement • December 27th, 2004 • HCSB Financial Corp • Finance services • New York
PLACEMENT AGREEMENT, dated as of December 17, 2004 (this “Agreement”), among HCSB Financial Trust I, a statutory trust created under the laws of the State of Delaware (the “Issuer”), HCSB Financial Corporation, a South Carolina corporation, as Sponsor under the Declaration, as defined below (the “Sponsor” and, together with the Issuer, the “Trust Parties”), and Cohen Bros. & Company, as placement agent (the “Placement Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 18th, 2016 • HCSB Financial Corp • Savings institution, federally chartered • South Carolina
You have informed me that HCSB Financial Corporation, a South Carolina corporation (the “Company”), is offering up to 23,384,301 shares of its common stock at a price of $0.10 per share to our shareholders, employees and others in our community, as provided herein and as described in and offered pursuant to the prospectus dated [•], 2016 (the “Prospectus”) and furnished with this Subscription Agreement (this “Agreement”).
SECURITIES PURCHASE AGREEMENT Dated as of February 29, 2016 between ALESCO PREFERRED FUNDING VI LTD as Seller and HCSB FINANCIAL CORPORATION as PurchaserSecurities Purchase Agreement • March 3rd, 2016 • HCSB Financial Corp • Savings institution, federally chartered • New York
THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of February 29, 2016, is being executed by ALESCO PREFERRED FUNDING VI LTD. (the Seller), an exempted company incorporated under the laws of the Cayman Islands, and HCSB FINANCIAL CORPORATION (the Purchaser), a South Carolina corporation.
HORRY COUNTY STATE BANK SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • April 9th, 2008 • HCSB Financial Corp • Savings institution, federally chartered • South Carolina
THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is adopted this day of , 2008, by and between Horry County State Bank, a state-chartered commercial bank located in Loris, South Carolina (the “Bank”), and (the “Executive”).
March 6, 2009Securities Purchase Agreement • March 10th, 2009 • HCSB Financial Corp • Savings institution, federally chartered
HCSB Financial Corporation (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury (the “Treasury”) that provides, among other things, for the purchase by the Treasury of securities issued by the Company. This purchase is anticipated to occur as part of the Company’s participation in the Treasury’s Troubled Asset Relief Program - Capital Purchase Program (the “CPP”).
ContractHCSB Financial Corp • April 23rd, 2010 • Savings institution, federally chartered • South Carolina
THIS NOTE AND THE SUBORDINATED NOTE PURCHASE AGREEMENT REFERENCED AND INCORPORATED HEREIN IS SUBJECT TO ARBITRATION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT: SC CODE ANN. §15-48-10 ET SEQ. AND THE FEDERAL ARBITRATION ACT 9 U.S.C. 1 ET SEQ.
