EXHIBIT 10(V)
FORM OF WARRANT AGREEMENT
THIS AGREEMENT is made and entered into as of this ____ day of
_____________, _____, by and between UNITED AMERICAS BANKSHARES, INC.,
a Georgia corporation (the "Corporation"), and _________________________
(the "Warrant Holder").
RECITALS
WHEREAS, the Warrant Holder has served as an organizer in the
formation of the Corporation and the formation and establishment of
United Americas Bank, N.A. (the "Bank"), the wholly-owned subsidiary
of the Corporation; and
WHEREAS, the Warrant Holder has purchased __________ shares of the
Corporation's common stock, no par value per share (the "Common
Stock"), at a price per share of $10.00; and
WHEREAS, the Warrant Holder will provide services to the
Corporation as a director of the Corporation; and
WHEREAS, the Corporation, in recognition of the financial risk
undertaken by the Warrant Holder in organizing the Bank and the
Company, desires to provide the Warrant Holder with the right to
acquire the lesser of the same number of shares, as the Warrant Holder
purchased in the initial stock offering of the Corporation's Common
Stock, including any additional shares purchased specifically to
attain the minimum subscription requirements of the initial offering
of Common Stock.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. GRANT OF WARRANT. Subject to the terms, restriction,
limitations, and conditions stated herein, the Corporation hereby
grants to the Warrant Holder the right (the "Warrant") to purchase all
or any part of an aggregate of _______________ shares of the Common
Stock, subject to adjustment in accordance with Section 7 hereof.
2. TERM.
(a) The term for the exercise of said Warrant begins at 9:00
a.m., Eastern Time, on the first anniversary of the date that
the Corporation first issues its common stock (the "Issue
Date") and ends at 5:00 p.m., Eastern Time, on the earlier of
the tenth anniversary of the issuance date or ninety (90) days
after the Warrant Holder ceases to serve as a director of the
Corporation (the "Expiration Time"). The Warrant will vest at
the rate of twenty percent (20%) per year beginning on the
first anniversary of the Issue Date. On each successive
anniversary of the Issue Date, an additional twenty percent
(20%) of the Warrant shall vest. The vested portion of the
Warrant may be exercised in whole, or from time to time in
part, at any time prior to the Expiration Time.
(b) Notwithstanding any other provision of this Agreement, if
the Bank's capital falls below the minimum requirements as
determined by the primary federal regulator of the
Corporation or the Bank (the "Regulator"), the Regulator may
direct the Corporation to require the Warrant Holder to
exercise or forfeit his or her Warrant. The Corporation
will notify the Warrant Holder within forty-five (45) days
from the date the Regulator notifies the Corporation in
writing that the Warrant Holder must exercise or forfeit
this Warrant. The Corporation will cancel the Warrant if
not exercised within twenty-one (21) days of the
Corporation's notification to the Warrant Holder. The
Corporation agrees to comply with any Regulator request that
the Corporation invoke its right to require the Warrant
Holder to exercise or forfeit his or her Warrant under the
circumstances stated above.
3. PURCHASE PRICE. The price per share to be paid by the Warrant
Holder for the shares of Common Stock subject to this Warrant shall be
$10.00, subject to adjustment as set forth in Section 6 hereof (such
price, as adjusted, hereinafter called the "Purchase Price").
4. EXERCISE OF WARRANT. The Warrant may be exercised by the
Warrant Holder by delivery to the Corporation, at the address of the
Corporation set forth under Section 10(a) hereof or such other address
as to which the Corporation advises the Warrant Holder pursuant to
Section 10(a) hereof, of the following:
(a) Written notice of exercise specifying the number of
shares of Common Stock with respect to which the Warrant is
being exercised; and
(b) A cashier's or certified check payable to the Corporation
for the full amount of the aggregate Purchase Price for the
number of shares as to which the Warrant is being exercised.
5. ISSUANCE OF SHARES. Upon receipt of the items set forth in
Section 4, and subject to the terms hereof, the Corporation shall
cause to be delivered to the Warrant Holder stock certificates for the
number of shares specified in the notice to exercise, such share or
shares to be registered under the name of the Warrant Holder.
Notwithstanding the foregoing, the Corporation shall not be required
to issue or deliver any certificate for shares of the Common Stock
purchased upon exercise of the Warrant or any portion thereof prior to
the fulfillment of the following conditions:
(a) The admission of such shares for listing on all stock
exchanges on which the Common Stock is then listed;
(b) The completion of any registration or other qualification of
such shares which the Corporation shall deem necessary or
advisable under any federal or state law or under the
rulings or regulations of the Securities and Exchange
Commission or nay other governmental regulatory body;
(c) The obtaining of any approval or other clearance from any
federal or state governmental agency or body, which the
Corporation shall determine to be necessary or advisable; or
(d) The lapse of such reasonable period of time following the
exercise of the Warrant as the Corporation from time to time
may establish for reasons of administrative convenience.
The Corporation shall have no obligation to obtain the fulfillment
of these conditions; provided, however, the Warrant Holder shall have
one full calendar year after these conditions have been fulfilled to
exercise his or her warrants granted herein, notwithstanding any other
provision herein.
6. ANTIDILUTION, ETC.
(a) If, prior to the Expiration Time, the Corporation shall
subdivide its outstanding shares of Common Stock into a
greater number of shares, or declare and pay a dividend of
its Common Stock payable in additional shares of its Common
Stock, the Purchase Price as then in effect shall be
proportionately reduced, and the number of shares of Common
Stock then subject to exercise under the Warrant (and not
previously exercised) shall be proportionately increased.
(b) If, prior to the Expiration Time, the Corporation shall
combine its outstanding shares of the Common Stock into a
smaller number of shares, the Purchase Price, as then in
effect, shall be proportionately increased, and the number
of shares of Common Stock then subject to exercise under the
Warrant (and not previously exercised), shall be
proportionately reduced.
7. REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, OR MERGER.
If, prior to the Expiration Time, there shall be any reorganization
or reclassification of the Common Stock (other than a subdivision or
combination of shares provided for in Section 6 hereof), or any
consolidation or merger of the Corporation with another entity, the
Warrant Holder shall thereafter be entitled to receive, during the
term hereof and upon payment of the Purchase Price, the number of
shares of stock or other securities or property of the Corporation or
of the successor entity (or its parent company) resulting from such
consolidation or merger, as the case may be, to which a holder of the
Common Stock, deliverable upon the exercise of this Warrant, would
have been entitled upon such reorganization, reclassification,
consolidation, or merger; and in any case, appropriate adjustment (as
determined by the Board of Directors of the Corporation in its sole
discretion) shall be made in the application of the provisions herein
set forth with respect to the rights and interest thereafter of the
Warrant Holder to the end that the provisions set forth herein
(including the adjustment of the Purchase Price and the number of
shares issuable upon the exercise of this Warrant) shall thereafter be
applicable, as near as may reasonably be practicable, in relation to
any shares or other property thereafter deliverable upon the exercise
hereof.
8. NOTICE OF ADJUSTMENTS. Upon any adjustment provided for in
Section 6 or Section 7 hereof, the Corporation, within thirty (30)
days thereafter, shall give written notice thereof to the Warrant
Holder at the address set forth under Section 10(a) hereof or such
other address as the Warrant Holder may advise the Corporation
pursuant to Section 10(a) hereof, which notice shall state the Warrant
Price as adjusted and the increased or decreased number of shares
purchasable upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation of each.
9. TRANSFER AND ASSIGNMENT.
(a) This Warrant may not be assigned, transferred (except as
aforesaid), pledged, or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to
execution, attachment, or similar process. Any attempted
assignment, transfer, pledge, hypothecation, or other
disposition of this Warrant shall be null and void and
without legal effect.
(b) Shares of Common Stock acquired by exercise of the Warrant
granted hereby may not be transferred or sold unless the
transfer is exempt from further regulatory approval or
otherwise permissible under applicable law, including state
and federal securities laws, and will bear a legend to this
effect.
10. MISCELLANEOUS.
(a) All notices, requests, demands, and other communications
required or permitted hereunder shall be in writing and
shall be deemed to have been duly given when delivered by
hand, telegram, or facsimile transmission, or if mailed, by
postage prepaid first class mail, on the third business day
after mailing, to the following address (or at such other
address as a party may notify the other thereunder):
To the Corporation:
United Americas Bankshares, Inc.
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
To the Warrant Holder:
(b) The Corporation covenants that it has reserved and will keep
available, solely for the purpose of issue upon the exercise
hereof, a sufficient number of shares of Common Stock to
permit the exercise hereof in full.
(c) No holder of this Warrant, as such, shall be entitled to
vote or receive dividends with respect to the shares of
Common Stock subject hereto or be deemed to be a shareholder
of the Corporation for any purpose until such Common Stock
has been issued.
(d) This Warrant may be amended only by an instrument in writing
executed by the party against whom enforcement of amendment
is sought.
(e) This Warrant may be executed in counterparts, each of which
shall be deemed an original, but all of which shall
constitute one and the same instrument.
(f) This Warrant shall be governed by and construed and enforced
in accordance with the laws of the State of Georgia.
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IN WITNESS WHEREOF, the Corporation has caused this Warrant to be
signed by its duly authorized officers and its corporate seal to be
affixed hereto, and the Warrant Holder has executed this Warrant under
seal, all as of the day and year first above written.
UNITED AMERICAS BANKSHARES, INC.
By:_______________________________
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President
WARRANT HOLDER
________________________________(SEAL)