WACCAMAW BANKSHARES, INC. Common Stock (no par value) UNDERWRITING AND ADVISORY AGREEMENTUnderwriting and Advisory Agreement • June 16th, 2010 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
Exhibit 2Agreement and Plan of Reorganization and Share Exchange • July 12th, 2001 • Waccamaw Bankshares Inc • North Carolina
WARRANT AGREEMENTWarrant Agreement • July 2nd, 2009 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
THIS AGREEMENT, dated as of this _____ day of __________, 2009, by and between Waccamaw Bankshares, Inc., a North Carolina corporation (the “Company”) and First-Citizens Bank & Trust Company, Raleigh, North Carolina (the “Transfer Agent”).
WACCAMAW BANKSHARES, INC. Common Stock SELECTED DEALER AGREEMENTSelected Dealer Agreement • May 21st, 2010 • Waccamaw Bankshares Inc • State commercial banks • Virginia
GUARANTEE AGREEMENT WACCAMAW BANKSHARES, INC. JULY 18, 2008Guarantee Agreement • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of July 18, 2008, is executed and delivered by Waccamaw Bankshares, Inc., a North Carolina corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Waccamaw Statutory Trust II, a Delaware statutory business trust (the “Issuer”).
WACCAMAW BANKSHARES, INC. Units Consisting of One Share of Series B Mandatory Convertible 7% Non-cumulative Perpetual Preferred Stock (Liquidation Amount $25.00 per Preferred Security) and One Warrant to Purchase One Share of Common Stock SELECTED...Selected Dealer Agreement • July 2nd, 2009 • Waccamaw Bankshares Inc • State commercial banks • Virginia
STATE OF NORTH CAROLINA COUNTY OF COLUMBUSControl Agreement • July 2nd, 2009 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
THIS CHANGE OF CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of March 25, 2009, by and between WACCAMAW BANK and WACCAMAW BANKSHARES, INC., both of Whiteville, North Carolina (together “Waccamaw”) and J. Daniel Hardy (“Officer”).
AMENDED AND RESTATED TRUST AGREEMENT OF WACCAMAW STATUTORY TRUST II JULY 18, 2008Trust Agreement • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (“Trust Agreement”) dated and effective as of July 18, 2008, by the Trustees (as defined herein), the Company (as defined herein) and by the Holders (as defined herein), from time to time, of undivided beneficial interests in the Trust to be issued pursuant to this Trust Agreement;
WACCAMAW BANKSHARES, INC. Units Consisting of One Share of Series B Convertible Preferred Stock and One Warrant UNDERWRITING AND ADVISORY AGREEMENTWaccamaw Bankshares Inc • July 2nd, 2009 • State commercial banks • North Carolina
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • September 25th, 2009 • Waccamaw Bankshares Inc • State commercial banks
THIS FIRST AMENDMENT TO WARRANT AGREEMENT dated as of September 21, 2009 (this “First Amendment”) is made and entered into by and between WACCAMAW BANKSHARES, INC., a North Carolina corporation (“Waccamaw”) and FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking corporation (“First-Citizens”).
For Company Use (Do Not Fill In)Waccamaw Bankshares Inc • July 2nd, 2009 • State commercial banks
The undersigned, having received and reviewed the prospectus dated [ ¡ ], 2009 of Waccamaw Bankshares, Inc. (the “Company”), a financial holding company organized under the laws of State of North Carolina, and in sole reliance on the information contained therein, hereby subscribes for units each consisting of one share of the Company’s series B preferred stock and one warrant to purchase one share of our no par value common stock at a price of $5.00 per share at any time for five years following the issuance of the warrant. The undersigned is entitled to subscribe for one unit for every fourteen shares of common stock of the Company held of record as of May 15, 2009. Fractional units will not be sold. The undersigned may not transfer or assign his/her subscription rights. The undersigned may “oversubscribe” for additional units. Such oversubscriptions will be filled in whole or in part at the sole discretion of the Company. To the extent that they are filled, oversubscriptions will be
BRANCH PURCHASE AND ASSUMPTION AGREEMENT dated as of October 21, 2011 between WACCAMAW BANK and WACCAMAW BANKSHARES, INC. as Seller and FIRST BANK as PurchaserBranch Purchase and Assumption Agreement • October 27th, 2011 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
THIS BRANCH PURCHASE AND ASSUMPTION AGREEMENT, dated as of October 21, 2011, is made by and between FIRST BANK, a bank organized under the laws of the State of North Carolina (“Purchaser”), and WACCAMAW BANK, a North Carolina state-chartered bank (“Waccamaw Bank”), and WACCAMAW BANKSHARES, INC. (“Parent”), a North Carolina corporation (collectively with Waccamaw Bank, “Seller”).
STATE OF NORTH CAROLINA COUNTY OF COLUMBUSRetirement Agreement • January 6th, 2011 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
This Retirement Agreement (“Agreement”) is entered into this 31st day of December, 2010, by and between James G. Graham, a resident of Columbus County, North Carolina (“Graham”), Waccamaw Bankshares, Inc. (“Bankshares”), a North Carolina corporation and Waccamaw Bank (the “Bank”), a North Carolina banking corporation and wholly owned subsidiary of Bankshares.
INDEPENDENT CONTRACTOR SERVICE AGREEMENTIndependent Contractor Service Agreement • January 6th, 2011 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
THIS INDEPENDENT CONTRACTOR SERVICE AGREEMENT (the “Agreement”), dated as of January 1, 2011, is entered into by and between WACCAMAW BANK (the “Company”), a North Carolina-chartered commercial bank with its principal place of business in Whiteville, North Carolina, and BANK SOLUTIONS, LLC, a North Carolina banking corporation (the “Contractor”) (the Company and the Contractor are sometimes referred to herein, collectively, as the “Parties”).
EXPLANATORY NOTEExplanatory Note • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
The Registrant has entered into director supplemental retirement plan agreements with each of James G. Graham; J. Densil Worthington; James E. Hill, Jr.; Maudie M. Davis; Murchison B. Biggs; Alan W. Thompson; Crawford Monroe Enzor, III; Roger Dale Ward; and E. Autry Dawsey, Sr. These agreements are substantially identical in all material respects except as to the parties thereto. In reliance on Instruction 2 to Item 601 of Regulation S-K, the Registrant is filing a copy of only one of the agreements. The following schedule identifies the other documents omitted and sets forth the material details in which such documents differ from this Exhibit 10.7:
STATE OF NORTH CAROLINA COUNTY OF COLUMBUSEmployment Agreement • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
THIS AGREEMENT entered into as of October 30, 2007 by and between WACCAMAW BANKSHARES, INC. (hereinafter referred to as the “Company”), WACCAMAW BANK (hereinafter referred to as the “Bank”) and James G. Graham (hereinafter referred to as “Officer”).
CUSIP # __________________ ___________________ WARRANTSWaccamaw Bankshares Inc • September 25th, 2006 • State commercial banks
This Certificate certifies that, for value received, ___________________________________________________________________________________________________________ or registered assigns, is the registered holder of the number of warrants (the “Warrants”) set forth above. Each Warrant entitles the registered holder thereof to receive from Waccamaw Bankshares, Inc., a North Carolina corporation with its principal office at 110 North J. K. Powell Boulevard, Whiteville, North Carolina 28472 (the “Corporation”), on and after the issuance date one (1) fully paid and nonassessable share of the common stock, no par value, of the Corporation (the “Common Stock”), at the purchase price of $24.00 (the “Purchase Price”) upon surrender of this Warrant Certificate, with the form of election to purchase set forth on the reverse hereof properly completed and duly executed and payment of the Purchase Price at the principal office of the Corporation as provided in the Warrant Agreement (the “Warrant Agreem
EXPLANATORY NOTEExplanatory Note • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
THIS CHANGE OF CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of October 30, 2007, by and between WACCAMAW BANK and WACCAMAW BANKSHARES, INC., both of Whiteville, North Carolina (together “Waccamaw”) and David A. Godwin (“Officer”).
For Company Use (Do Not Fill In)Waccamaw Bankshares Inc • August 12th, 2009 • State commercial banks
The undersigned, having received and reviewed the prospectus dated [ ¡ ], 2009 of Waccamaw Bankshares, Inc. (the “Company”), a corporation organized under the laws of State of North Carolina, and in sole reliance on the information contained therein, hereby subscribes for units each consisting of one share of the Company’s series B preferred stock and one warrant to purchase one share of our no par value common stock at a price of $5.00 per share at any time for five years following the issuance of the warrant. The undersigned is entitled to subscribe for one unit for every fourteen shares of common stock of the Company held of record as of May 15, 2009. Fractional units will not be sold. The undersigned may not transfer or assign his/her subscription rights. The undersigned may “oversubscribe” for additional units. Such oversubscriptions will be filled in whole or in part at the sole discretion of the Company. To the extent that they are filled, oversubscriptions will be filled on a p
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER by and between BANK OF HEATH SPRINGS and WACCAMAW BANK and WACCAMAW BANKSHARES, INC.Agreement and Plan of Reorganization and Merger • March 30th, 2006 • Waccamaw Bankshares Inc • National commercial banks • North Carolina
THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (this “Agreement”) is entered into as of the 19th day of December, 2005 by and between BANK OF HEATH SPRINGS, a South Carolina chartered bank (“BHS”), WACCAMAW BANK, a North Carolina banking corporation (the “Bank”) and WACCAMAW BANKSHARES, INC., a North Carolina corporation and registered bank holding company (“Bankshares”);
