Fillable Printable Stock Sale and Purchase Agreement

Stock Sale and Purchase Agreement

STOCK SALE AND PURCHASE AGREEMENT

This STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) is made by

and between ___________________________ (the “Seller”) and

____________________________ (the “Buyer”). The Seller and the Buyer are also referred to

herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Seller owns _________________ shares of common stock (the

“Shares”) of HCSB Financial Corporation (the “Company”), and desires to sell the Shares to the

Buyer; and

WHEREAS, the Seller has agreed to sell and the Buyer has agreed to buy the Shares, and

the Parties desire to set forth the terms and conditions governing the purchase and sale of the

Shares.

NOW, THEREFORE, for and in consideration of the premises, the mutual agreements

and covenants herein contained, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Agreement to Sell and Purchase the Shares. In consideration of, and in express

reliance upon, the representations and warranties of the Seller and the Buyer in this Agreement,

the Seller hereby agrees to irrevocably transfer and convey the Shares to the Buyer, and the Buyer

hereby agrees to pay the aggregate purchase price of $_________________, or $_______ per

share, for the Shares at the Closing (as defined below).

2. Closing. The closing of the purchase and sale of the Shares under this

Agreement shall occur simultaneously with the execution of this Agreement by the Parties.

Simultaneously herewith, the Buyer has delivered payment of the purchase price listed above and

the Seller has surrendered to the Company's transfer agent (the “Transfer Agent”) the certificate

representing the Shares, and has directed the Transfer Agent to issue a new certificate

representing the Shares to be registered in the name of the Buyer.

3. Representations and Warranties of Seller. The Seller represents and warrants to

the Buyer as follows:

(a) The Seller has good, valid and marketable title to the Shares free and

clear of all mortgages, liens, pledges, security interests, charges, claims and other encumbrances

and defects of title of any nature whatsoever.

(b) No person has any right or other claim against Seller for any

commission, fee or other compensation as a finder or broker in connection with the transaction

contemplated by this Agreement.

4. Representations and Warranties of Buyer. The Buyer represents and warrants to

the Seller as follows:

(a) No person has any right or other claim against the Buyer for any

commission, fee or other compensation as a finder or broker in connection with the transaction

contemplated by this Agreement.

(b) The Buyer is financially capable of bearing the risk of loss of the

entire investment represented by the Shares and is able to bear the economic risk of investment in

the Shares for an indefinite period of time.

5. Miscellaneous.

(a) This Agreement contains all of the promises, agreements, conditions,

terms, understandings, warranties and representations of the Parties with respect to the

transactions and business relationships contemplated thereby and herein, and there are no other

promises, agreements, conditions, understandings, warranties or representations, oral or written,

express or implied, among them other than as set forth in this Agreement. This Agreement

supersedes all prior agreements and understandings among the Parties with respect to its subject

matter.

(b) This Agreement and all amendments, modifications, authorizations

or supplements to this Agreement and the rights, duties, obligations and liabilities of the Parties

under such document will be determined in accordance with the applicable provisions of the laws

of the State of South Carolina, without reference to its doctrines or principles of conflicts of laws.

Parties, their personal and legal representatives, guardians, successors and assigns.

(d) Neither Party may assign this Agreement or any of the rights,

interests, or obligations hereunder without the prior written approval of the other Party.

(e) This Agreement may be executed in any number of counterparts and

by the parties hereto in separate counterparts, each of which when so executed and delivered shall

be deemed an original and all of which counterparts when taken together shall constitute but one

and the same instrument.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as

of the dates set forth below.

Date

“BUYER”

Print Name:

Date

“SELLER”

Print Name: