ORGANIZATIONAL AGREEMENT
This Organizational Agreement is entered into as of the 27th day of
September, 1995 by and among the persons signing this Agreement as Organizers
(the "Organizers") and First National Corporation, a South Carolina corporation,
(the "Sponsor").
Whereas, the Organizers and the Sponsor wish to organize a national
bank in Rock Hill, South Carolina (the "Bank"); and
Whereas, the Organizers and the Sponsor wish to memorialize their
understandings with respect to the organization of the Bank.
Now, therefore, for and in consideration of the premises and the
agreements contained herein the Organizers and Sponsor agree as follows:
1. Each of the Organizers agrees to serve as an Organizer of the Bank,
and to participate in the organizational process in the manner and to the extent
required by the National Bank Act and the rules, regulations and policies of the
Office of the Comptroller of the Currency (the "OCC"). Each Organizer also
agrees that he will serve as a director of the Bank upon its organization and
will endeavor to the best of his ability to fully discharge the obligations of a
director of a national bank. Each Organizer acknowledges that he understands
that he will be required to provide certain information concerning his
background and financial standing to the OCC in connection with the Application
to Organize the Bank and agrees to promptly furnish such information as may be
required. Each Organizer further understands that continued participation as an
Organizer and, ultimately, as a director of the Bank is subject to the approval
of the OCC and agrees that, if the approval of the OCC for his participation
cannot be obtained or is delayed in a way that will substantially delay the
opening of the Bank, he will withdraw from participation as an Organizer and as
a prospective director of the Bank.
2. Each Organizer agrees that, immediately upon the commencement of an
offering of stock by the Sponsor to finance the capitalization of the Bank, he
will subscribe to and pay for no less than $50,000 worth of stock of the Sponsor
at the same price as such stock is offered to the public; provided, however,
that if the Organizer is provided with a preliminary prospectus relating to such
sale of stock and if such Organizer notifies the Company prior to the
effectiveness of the prospectus that he will not subscribe for and purchase such
stock and resigns as an Organizer and prospective director of the Bank, then
such Organizer shall be relieved of any obligation to purchase the stock.
3. The Sponsor agrees that it will bear the expense of preparing and
filing the Application to Organize a National Bank with the OCC and it will
subscribe to all of the Bank's capital stock (not to exceed $5 million).
4. The Organizers agree that, promptly after this Agreement is signed
by the Sponsor, they will meet and elect a Chairman and will designate Xxxxxx
Xxxx as the person to be the President of the Bank and C. Xxxx Xxxx, III to be
the spokesperson for the Organizers.
5. Each Organizer agrees to promptly notify the Sponsor of any
communication he receives from the OCC or any other governmental agency
regarding the Bank.
6. With the exception of Xx. Xxxx, no Organizer shall receive any
compensation for his service as an Organizer or as a director of the Bank until
the Bank becomes profitable. Xx. Xxxx shall receive a salary and benefits from
the Sponsor which may, to the extent permitted by applicable law and regulation,
be charged to the organizational expenses of the Bank.
30
7. The Organizers shall not incur any expense with respect to the Bank
without the prior written consent of the Sponsor.
8. All correspondence or other communications regarding the
organization of the Bank and the other matters contained in this Agreement shall
be directed to the appropriate party at the address set forth by such parties
named below.
9. This Agreement shall be effective as of the date it is signed by
the Sponsor.
10. The Organizers may, with the approval of the Sponsor, bring in
additional Organizers or replace Organizers who leave the group. Any such
additional or replacement Organizer shall sign this Agreement and thereby be
bound by its terms.
11. This Agreement shall be governed by the laws of the State of South
Carolina and shall inure to the benefit of and be enforceable against the
parties hereto their respective heirs, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the effective date.
ORGANIZERS:
31
