EXHIBIT 4.4
(For Type II
Warrants)
TRIDENT BANCSHARES,
INC.
WARRANT
AGREEMENT
THIS WARRANT AGREEMENT
(the “Warrant
Agreement”) is made and entered into effective as of the
day of
,
200 by and between TRIDENT BANCSHARES, INC. (the
“Company”) and
[NAME], a resident of the State of Georgia (the
“Warrantholder”).
WHEREAS, the Warrantholder was an organizer of the
Company and has placed assets at risk to fund the organizational
expenses in expectation of being granted warrants to purchase
common stock of the Company; and
WHEREAS, the Company hereby grants warrants to the
Warrantholder on the terms and conditions hereinafter stated as
compensation for the financial risk borne by the Warrantholder
during the organizational phase of the Company;
NOW, THEREFORE,
this Warrant Agreement is entered
into by the Company and the Warrantholder with the following
terms:
The Company hereby grants to the
Warrantholder warrants (the “Warrants”) to purchase
shares (the “Shares”) of the common stock,
$[ ]
par value (the “Common Stock”), of the Company in
accordance with the terms and subject to the restrictions
hereinafter set forth.
The Warrants have been granted on
the date of this Warrant Agreement and shall terminate on
,
201 [10 YEARS FROM GRANT DATE] .
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3.
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Exercise
of Warrants .
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The Warrants shall be exercised, in
whole or in part, by written notice directed to the Secretary of
the Company at the Company’s main office or at such other
address as the Company shall have notified the Warrantholder in
writing. Such written notice shall be accompanied by payment in
full in cash for the number of Shares specified in such written
notice. In the event of the Warrantholder’s death or mental
incapacity, the Warrants may be exercised by the
Warrantholder’s personal representative. No fractional shares
will be issued upon exercise of Warrants, but the Company will pay
the cash value of any fractional shares otherwise
issuable.
The Warrants shall be immediately
exercisable.
1
Form Warrant Agreement (Type II)
Page 2 of 3
The price per share at which Shares
may be purchased pursuant to exercise of the Warrants (the
“Warrant Price”) shall be $10.00 (which amount has been
determined by the Board to be the fair market value per share of
the Common Stock on the date that these Warrants are
granted).
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6.
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Exercise
or Forfeiture of Warrants Upon Certain Conditions
.
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The Company may require the
Warrantholder to exercise or forfeit his or her Warrants in the
event that the Company is directed to do so by the Office of the
Comptroller of the Currency (“OCC”) or the
Fede