THIS WARRANT HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS. IT MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THIS WARRANT HAS BEEN ISSUED
OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE
GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
STOCK SUBSCRIPTION WARRANT
To Purchase Common Stock of
NBOG Bancorporation, Inc. (the “Company”)
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Date of
Initial Issuance:
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April 23,
2007
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Number of
Shares:
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738,008
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Initial
Warrant Price:
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$2.71
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THIS CERTIFIES THAT for value received, WILLIAM R.
BLANTON , an individual, or his registered assigns (hereinafter
called the “Holder”), is entitled to purchase from the
Company seven hundred thirty-eight thousand and eight (738,008)
shares of common stock, no par value, of the Company (the
“Common Stock”), at the Warrant Price, payable as
provided herein. The exercise of this Warrant shall be subject to
the provisions, limitations and restrictions herein contained, and
may be exercised in whole or in part.
SECTION
1. Definitions.
For
all purposes of this Warrant, the following terms shall have the
meanings indicated:
“
Agreement ” shall mean the Stock Purchase Agreement
dated as of January 23, 2007, between the Company, The National
Bank of Gainesville, a wholly-owned subsidiary of the Company and
the Holder, as purchaser.
“
Common Stock ” shall mean and include the
Company’s authorized common stock, no par value, as
constituted at the date hereof.
“
Exchange Act ” shall mean the Securities Exchange Act
of 1934, as amended from time to time.
“
Securities Act ” shall mean the Securities Act of
1933, as amended.
“
Warrant Price ” shall mean $2.71 per share, subject to
adjustment in accordance with Section 5 hereof.
“
Warrants ” shall mean this Warrant and any other
Warrant or Warrants issued in connection with the Agreement to the
original holder of this Warrant or any transferees from such
original holder or this Holder.
“
Warrant Shares ” shall mean shares of Common Stock
purchased or purchasable by the Holder of this Warrant upon the
exercise hereof.
SECTION
2. Exercise of
Warrant .
2.1 Procedure for
Exercise of Warrant . To exercise this Warrant in whole or
in part (but not as to any fractional share of Common Stock), the
Holder shall deliver to the Company at its office referred to in
Section 12 hereof at any time and from time to time:
(i) the Notice of Exercise in the form attached hereto,
(ii) cash, certified or official bank check payable to the
order of the Company, wire transfer of funds to the Company’s
account, or cancellation of any indebtedness of the Company to the
Holder (or any combination of any of the foregoing) in the amount
of the Warrant Price for each share being purchased, and
(iii) this Warrant. Notwithstanding any provisions herein to
the contrary, if the Current Market Price (as defined in
Section 5) is greater than the Warrant Price (at the date of
calculation, as set forth below), in lieu of exercising this
Warrant as hereinabove permitted, the Holder may elect to receive
shares of Common Stock equal to the value (as determined below) of
this Warrant (or the portion thereof being canceled) by surrender
of this Warrant at the office of the Company referred to in
Section 12 hereof, together with the Notice of Exercise, in
which event the Company shall issue to the Holder that number of
shares of Common Stock computed using the following
formula:
CS = WCS x (CMP-WP)
CMP
Where
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CS
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equals the
number of shares of Common Stock to be issued to the
Holder
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WCS
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equals the
number of shares of Common Stock purchasable under the Warrant or,
if only a portion of the Warrant is being exercised, the portion of
the Warrant being exercised (at the date of such
calculation)
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CMP
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equals the
Current Market Price (at the date of such calculation)
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WP
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equals the
Warrant Price (as adjusted to the date of such
calculation)
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In the event of any exercise of
the rights represented by this Warrant, a certificate or
certificates for the shares of Common Stock so purchased,
registered in the name of the Holder or such other name or names as
may be designated by the Holder, shall be delivered to the Holder
hereof
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within a reasonable time, not
exceeding fifteen (15) days, after the rights represented by this
Warrant shall have been so exercised; and, unless this Warrant has
expired, a new Warrant representing the number of shares (except a
remaining fractional share), if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to
the Holder hereof within such time. The person in whose name any
certificate for shares of Common Stock is issued upon exercise of
this Warrant shall for all purposes be deemed to have become the
holder of record of such shares on the date on which the Warrant
was surrendered and payment of the Warrant Price and any applicable
taxes was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment
is a date when the stock transfer books of the Company are closed,
such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on
which the stock transfer books are open.
2.2
Transfer Restriction
Legend . Each certificate for Warrant Shares shall bear the
following legend (and any additional legend required by
(i) any applicable state securities laws and (ii) any
securities exchange upon which such Warrant Shares may, at the time
of such exercise, be listed) on the face thereof unless at the time
of exercise such Warrant Shares shall be registered under the
Securities Act:
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“The
shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and
may not be sold or transferred in the absence of such registration
or an exemption therefrom under said Act.”
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Any certificate issued at any
time in exchange or substitution for any certificate bearing such
legend (except a new certificate issued upon completion of a public
distribution under a registration statement of the securities
represented thereby) shall also bear such legend unless, in the
opinion of counsel for the holder thereof (which counsel shall be
reasonably satisfactory to counsel for the Company) the securities
represented thereby are not, at such time, required by law to bear
such legend.
SECTION 3.
Covenants as to Common Stock . The Company covenants and
agrees that all shares of Common Stock that may be issued upon the
exercise of the rights represented by this Warrant shall, upon
issuance, be validly issued, fully paid and nonassessable, and free
from all taxes, liens and charges with respect to the issue
thereof. The Company further covenants and agrees that it shall pay
when due and payable any and all federal and state taxes which may
be payable in respect of the issue of this Warrant or any Common
Stock or certificates therefor issuable upon the exercise of this
Warrant. The Company further covenants and agrees that the Company
shall at all times have authorized and reserved, free from
preemptive rights, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.
The Company further covenants and agrees that if any shares of
capital stock to be reserved for the purpose of the issuance of
shares upon the exercise of this Warrant require registration with
or approval of any governmental authority under any federal or
state law before such shares may be validly issued or delivered
upon exercise, then the Company shall in good faith and as
expeditiously as possible endeavor to secure such registration or
approval, as the case
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may be. If and so long as the
Common Stock issuable upon the exercise of this Warrant is listed
on any national securities exchange, the Company shall, if
permitted by the rules of such exchange, list and keep listed on
such exchange, upon official notice of issuance, all shares of such
Common Stock issuable upon exercise of this Warrant.
SECTION 4.
Adjustment of Number of Shares . Upon each adjustment of
the Warrant Price as provided in Section 5, the Holder shall
thereafter be entitled to purchase, at the Warrant Price resulting
from such adjustment, the number of shares (calculated to the
nearest tenth of a share) obtained by multiplying the Warrant Price
in effect immediately prior to such adjustment by the number of
shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Warrant Price
resulting from such adjustment.
SECTION 5.
Adjustment of Warrant Price . The Warrant Price shall be
subject to adjustment from time to time as follows:
(i) If the Company shall at any time or
from time to time issue shares of Common Stock other than Excluded
Stock (as hereinafter defined) without consideration or for a
consideration per share less than the Warrant Price in effect
immediately prior to the issuance of such Common Stock, the Warrant
Price in effect immediately prior to each such issuance or
adjustment shall forthwith (except as provided in this clause (i))
be adjusted to a price equal to the consideration per share for
which such additional shares of Common Stock are so
issued.
For the purposes of any
adjustment of the Warrant Price pursuant to this clause (i), the
following provisions shall be applicable:
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1.
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In the case of the issuance of
Common Stock for cash, the consideration shall be deemed to be the
amount of cash paid therefor after deducting therefrom any
discounts, commissions or other expenses allowed, paid or incurred
by the Company for any underwriting or otherwise in connection with
the issuance and sale thereof.
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2.
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In the case of the issuance of
Common Stock for a consideration in whole or in part other than
cash, the consideration other than cash shall be deemed to be the
fair market value thereof as determined by the Board of Directors
of the Company, irrespective of any accounting treatment; provided,
however, that such fair market value as determined by the Board of
Directors, together with any cash consideration being paid, shall
not exceed the aggregate Current Market Price (as hereinafter
defined) of the shares of Common Stock being issued.
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3.
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In the case of the issuance of
(i) options to purchase or rights to subscribe for Common
Stock, (ii) securities or obligations by their terms
convertible into or exchangeable for Common Stock or
(iii) options to purchase or rights to subscribe for such
convertible or exchangeable securities or obligations:
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(A)
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the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options to
purchase or rights to subscribe for Common Stock shall be deemed to
have been issued at the time such options or rights were issued and
for a consideration equal to the consideration (determined in the
manner provided in subdivisions (1) and (2) above with the proviso
in subdivision (2) being applied to the number of shares of Common
Stock deliverable upon such exercise), if any, received by the
Company upon the issuance of such options or rights plus the
minimum purchase price provided in such options or rights for the
Common Stock covered thereby;
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(B)
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the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in
exchange for any such convertible or exchangeable securities or
obligations or upon the exercise of options to purchase or rights
to subscribe for such convertible or exchangeable securities or
obligations and subsequent conversions or exchanges thereof shall
be deemed to have been issued at the time such securities or
obligations were issued or such options or rights were issued and
for a consideration equal to the consideration received by the
Company for any such securities or obligations and related options
or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the additional consideration,
if any, to be received by the Company upon the conversion or
exchange of such securities or obligations or the exercise of any
related options or rights (the consideration in each case to be
determined in the manner provided in subdivisions (1) and (2) above
with the proviso in subdivision (2) being applied to the number of
shares of Common Stock deliverable upon such conversion, exchange
or exercise);
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(C)
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on any change in the number of
shares of Common Stock deliverable upon exercise of any such
options or rights or conversion of or exchange for such convertible
or exchangeable securities or obligations, other than a change
resulting from the antidilution provisions thereof, the Warrant
Price shall forthwith be readjusted to such Warrant Price as would
have obtained had the adjustment made upon the issuance of such
options, rights or securities or obligations not converted prior to
such change or options or rights related to such se
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