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Form of Subscription And Registration Rights Agreement

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Exhibit 10.2

BNC BANCORP

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT

1. Subscription. The undersigned (the " Subscriber" ) hereby irrevocably subscribes to purchase the number of shares of no par value common stock (the " Common Stock" ) of BNC Bancorp, a North Carolina corporation (the " Company" ), set forth on the signature page of this Subscription and Registration Rights Agreement (the " Agreement" ) at the purchase price of $10.00 per share.

2. Acceptance or Rejection of Subscription. It is understood and agreed that all subscriptions tendered by investors are subject to acceptance by the Company' s board of directors or its designees, and the Company reserves the absolute and unqualified right to reject or reduce any subscription for any reason or no reason prior to acceptance, in its sole discretion. The Company is acting as its own placement agent.

3 . Representations and Warranties of the Company . The Company hereby represents and warrants to the Subscriber as follows:

(a) The Company is duly organized and existing under the laws of North Carolina and is duly qualified to transact business in each jurisdiction in which such qualification is required, except where the failure to so qualify would not have a Material Adverse Effect. As used herein, Material Adverse Effect means a material adverse effect on the business, financial condition, properties, shareholders' equity, or results of operations of the Company and its subsidiaries taken as a whole.

(b) The Company is authorized to issue the Common Stock and enter into this Agreement, by all necessary corporate action.

(c) The shares of Common Stock (the " Shares" ) been duly authorized and reserved for issuance; further, upon issuance thereof such Shares will be validly authorized, fully paid and non-assessable.

4. Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Company and as follows:

(a) The Subscriber has been advised that the Common Stock has not been registered under the Securities Act of 1933, as amended, or any successor statute (the " Securities Act" ), or registered or qualified under any state securities law, on the grounds, among others, that no distribution or public offering of the Common Stock is to be effected and the Common Stock will be purchased in connection with a transaction that does not involve any public offering within the meaning of the Securities Act or under the rules and regulations of the Securities and Exchange Commission and in reliance upon the exemption from registration provided by applicable provisions of state law. The Subscriber understands that the Company is relying in part on the representations of the Subscriber as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the representations of the Subscriber, the Subscriber intends to acquire the Common Stock for resale on the occurrence or non-occurrence of some predetermined event. The Subscriber has no such intention.

(b) The Subscriber is an " accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act.

(c) The Subscriber has adequate means of providing for current needs and possible contingencies, and has no need for liquidity of this investment in the Common Stock.

(d) The Subscriber certifies that: (i) the Subscriber is a person for purposes of U.S. income taxation, and (ii) the social security number (taxpayer identification number in the case of any entity Subscriber) and the address of the Subscriber' s principal address and state of residency (office address in the case of any entity Subscriber) are as set forth below on the signature page hereto. The Subscriber further certifies that the Subscriber has no present intention of becoming a resident of any other state or


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jurisdiction. The Subscriber hereby agrees to notify the Company within 60 days after the date on which the Subscriber becomes a nonresident alien individual, or foreign person or a nominee for a nonresident alien or foreign person. The Subscriber is not acquiring the Common Stock with a view to realizing any benefit under U.S. federal income tax laws and no representations have been made to the Subscriber that any such benefits will be available as a result of the Subscriber' s acquisition, ownership, or disposition of the Common Stock. The Subscriber understands that this certification may be disclosed to the Internal Revenue Service by the Company and that any false statement contained herein could be punished by fine, imprisonment, or both.

(e) The Subscriber has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the nature, merits and risks of an investment in the Common Stock, and has, to the extent the Subscriber believes such discussion necessary, discussed with professional legal, tax and financial advisers the suitability of an investment in the Common Stock, and has determined that an investment in the Common Stock is consistent with the Subscriber' s investment objectives.

(f) The Subscriber has had access to the books and records of the Company, any information the Company possesses or can possess without unreasonable expenses necessary to verify any information furnished to the Subscriber, and such other documents as are pertinent to making an informed investment decision.

(g) The Subscriber acknowledges that Subscriber has reviewed (i) certain risk factors provided by the Company in its SEC filing, as well as (ii) all other U.S. Securities and Exchange Commission (the " SEC" ) filings, records, reports and materials regarding the Company and the Bank to enable Subscriber to evaluate its investment.

(h) The Subscriber has had an opportunity to ask questions of and receive satisfactory answers from the officers of the Company concerning the terms and conditions of the Offering and the Common Stock, the Company' s operations, and the financial and other affairs of the Company to the extent deemed necessary in light of the Subscriber' s personal knowledge of the Company' s affairs. The Subscriber has had access to all information necessary to verify the accuracy of the information set forth in this Agreement, and the Subscriber has taken all the steps necessary to evaluate the merits and risks of an investment as proposed hereby.

(i) The Subscriber is not acquiring the Common Stock based upon any representation, oral or written, by any person with respect to the Company, but rather upon an independent examination and judgment as to the prospects of the Company.

(j) The Subscriber is aware that an investment in the Company is speculative and subject to substantial risks. The undersigned is capable of bearing the high degree of economic risk and burdens of this investment, including, but not limited to, the possibility of a complete loss of Subscriber' s investment in the Common Stock and the limited transferability of the Common Stock.

(k) Subscriber has had a reasonable opportunity to ask such questions as it has deemed necessary of, and to receive answers from, the officers and representatives of the Company and Bank of North Carolina (the " Bank" ) concerning the Company' s and the Bank' s financial condition and results of operations, the business plan for the Company and the Bank, all material employment agreements and benefit plans and other contractual arrangements among the Company, the Bank and their respective management teams, and any additional relevant information that the Company possesses, and any such questions have been answered to its satisfaction.

(l) Subscriber has had the opportunity to review and evaluate in connection with its investment decision with respect to the Common Stock all publicly available records and filings concerning the Company and the Bank, records, filings, reports, agreements and other materials provided by the Company regarding its and the Bank' s business, operations and financial condition sufficient to enable it to evaluate its investment.

(m) Subscriber acknowledges that it is Subscriber' s responsibility to, and it has conducted its own independent investigation and evaluation of the Company and the Bank, including without limitation, (i) the planned future operations of the Company, and (ii) the Company' s existing management team. Subscriber is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any person by or on behalf of the Company, except for the express statements, representations and warranties of the Company made or contained in this Agreement.

(n) Subscriber understands that (i) no representation is being made as to the future value of the Common Stock, and (ii) no representation is being made as to any projections or estimates delivered to or made available to Subscriber (or any of its affiliates or representatives) of the Company' s or the Bank' s future assets, liabilities, stockholders' equity, regulatory capital ratios, net interest income, net income or any component of any of the foregoing or any ratios derived therefrom.

(o) The Common Stock is being acquired solely for the Subscriber' s own account, for investment, and is not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; the Subscriber has not entered into, and has no plans to enter into, any such contract, undertaking, agreement or arrangement; the Subscriber has not entered into, and has no plans to enter into, any agreement to compel disposition of the Common Stock; and the Subscriber will not offer, sell, pledge or otherwise dispose of all or any portion of the Common Stock unless, in the opinion of counsel for or satisfactory to the Company, registration under the Securities Act or any applicable state securities laws is not required.

(p) The Common Stock was not offered to the Subscriber by means of any form of general or public solicitations or advertisements, nor is the Subscriber aware of any offers made to other persons by such means. The Subscriber has not provided or made available any information made available by the Company to any other person other than the Subscriber' s professional advisors.

(q) The Subscriber is not a minor and is not operating under any legal disability, which could render its subscription unenforceable or invalid.

(r) The Subscriber has consulted with Subscriber' s own legal, regulatory, tax, business, investment, financial and accounting advisors in connection herewith to the extent Subscriber has deemed necessary.

(s) The Subscriber understands that no federal or state agency has reviewed or made any finding or determination as to the fairness or merits of an investment in the Common Stock, and no such agency has made any recommendation or endorsement whatsoever with respect to such an investment.

(t) The Subscriber understands and agrees that the Shares are not savings accounts, deposits or other obligations of a depository institution and are not insured by the FDIC, including the FDIC' s Deposit Insurance Fund, or any other governmental agency, and that the Shares are subject to risk of loss.

(u) A legend indicating that the Common Stock has not been registered under any securities laws will be placed on any certificates or agreements representing the Common Stock delivered to the Subscriber or any substitutes therefore and any transfer agent of the Company will be instructed to require compliance therewith.

(v) The Subscriber acknowledges and is fully aware of that there are substantial restrictions on the transferability of the Common Stock; and therefore, cannot be resold unless they are registered under the Securities Act (and applicable state securities laws) or unless an exemption from registration is available.

(w) The Subscriber believes that, based on the Subscriber' s relationship to the Company and business experience as a sophisticated investor and based on the Subscriber' s economic bargaining power, the Subscriber has been provided with all information or been given access to all information with respect to the Company which might affect the Subscriber' s decision whether to purchase the Common Stock.

(x) The Subscriber has made an independent examination of, and judgment with respect to, the Company' s prospects and the Common Stock and has been advised by the Company that the Subscriber should consult with the Subscriber' s legal and financial advisers with respect to the purchase of the Common Stock. The Subscriber acknowledges that legal advice has been provided to the Company by Womble Carlyle Sandridge & Rice, PLLC, and that such law firm has neither provided advice to the Subscriber nor performed any due diligence on Subscriber' s behalf. The Subscriber also acknowledges that none of the Company, its directors, officers, and agents, nor any other person has promised, represented, or guaranteed: (i) the safety of any investment in the Company; (ii) that the Company will be profitable; or (iii) that any particular investment return will be achieved or the profitability of any investment return.

(y) If this Agreement is executed and delivered on behalf of a partnership, corporation, trust, or estate: (i) the undersigned has been duly authorized and is duly qualified to execute and deliver this Agreement and all other instruments executed and delivered on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Common Stock; (ii) the signature of the undersigned is binding upon such partnership, corporation, trust or estate; (iii) such entity has not been formed for the specific purpose of acquiring the Common Stock; (iv) the partnership, corporation, trust, or estate is duly authorized to purchase and hold such Common Stock; and (v) the partnership, corporation, trust, or estate has its principal place of business at the address set forth on the signature page.

(z) The Subscriber has not distributed any information relating to this investment to any other person.

(aa) The foregoing representations and warranties and all information provided by the Subscriber to the Company are true and accurate as of the date hereof and shall be true and accurate as of the date of the Subscriber' s payment of the full purchase price of the Common Stock and shall survive thereafter. If in any respect such representations, warranties, and information shall not be true and accurate prior to or as of the Subscriber' s payment of the full purchase price of the Common Stock, the Subscriber shall give written notice of such fact to the Company, specifying which representations, warranties, and information are not true and accurate and the reasons therefore.

5. Brokers and Finders. The Subscriber has not employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder fees, and no broker or finder has acted directly or indirectly for Subscriber in connection with this Agreement or the transactions contemplated hereby, in each case whose fees the Company would be required to pay.

6. Indemnification. The Subscriber understands the meaning and legal consequences of the above representations and warranties, and the Subscriber hereby agrees to indemnify and hold harmless the Company, and its respective affiliates, directors, controlling persons, agents, attorneys, accountants and employees, from and against all damages, losses, costs and expenses (including reasonable attorneys' fees) that they may incur by reason of the Subscriber' s failure to fulfill any of the terms or conditions of this Agreement, or by reason of any breach of the representations and warranties made by the Subscriber herein or in any document provided by the Subscriber to the Company by reason of or arising from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made by the undersigned to the Company concerning the Subscriber or the person signing this Agreement on behalf of the Subscriber or the financial position thereof in connection with the offering or sale of the Common Stock which is not remedied by timely notice to the Company. The undersigned further hereby agrees to indemnify the management of the Company and hold the Company harmless from and against liability, damage, cost or expense incurred on any and all account of or arising out of:

(a) any inaccuracy in the declarations, representations and warranties herein above set forth;

(b) the disposition of any Common Stock by the undersigned, contrary to the foregoing declarations, representations and warranties; and

(c) any action, suit or proceeding based upon:

(1) the claim that said declarations, representations or warranties were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company; or

(2) the disposition of any of the Common Stock or any part thereof.

7. Confidentiality. The information about the Company which has been disclosed to the Subscriber in connection with the Subscriber' s purchase of the Common Stock is deemed to be " Confidential Information" of the Company, and the Subscriber represents and warrants to, and hereby agrees with the Company, that unless the Company has consented in writing to the contrary, the Subscriber will use the Subscriber' s best efforts not to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the Subscriber other than in connection with such Subscriber' s investment in the Company, except any part thereof (a) which may be in the public domain; (b) which may be independently disclosed to the Subscriber by any third party not itself in a confidential relationship with the Company; (c) which may already be in possession (otherwise than through disclosure by the Company or by any third party that is in a confidential relationship with the Company) of the Subscriber; or (d) which the Subscriber may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this Section 7 shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the public domain through action by anyone other than the Subscriber.

8. Transferability. The Subscriber agrees not to transfer or assign this Agreement, or any interest herein, and further agrees that the assignment and transferability of the Common Stock acquired pursuant hereto shall be made only in accordance with the terms of applicable federal and state securities laws.

9 . Registration Rights .

(a) Registration .

(1) Subject to the terms and conditions of this Agreement, the Company covenants and agrees that as promptly as reasonably practicable after the Closing Date (and in any event no later than the date that is 60 days after the Closing Date (the " Registration Deadline" )), the Company shall have prepared and filed with the SEC a Shelf Registration Statement (defined below) covering all R
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