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TRIDENT BANCSHARES, INC. WARRANT AGREEMENT

Warrant Agreement

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TRIDENT BANCSHARES, INC.

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Title: TRIDENT BANCSHARES, INC. WARRANT AGREEMENT
Date: 9/3/2008

TRIDENT BANCSHARES, INC. WARRANT AGREEMENT, Parties: trident bancshares  inc.
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EXHIBIT 4.5

(For Type I 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., a Georgia corporation (the “Company”), and                      [NAME] (the “Warrantholder”).

WHEREAS, the Warrantholder was named as an organizing director of the Company; and

WHEREAS, in consideration for his services as a director, the Company hereby grants warrants to the Warrantholder on the terms and conditions hereinafter stated;

NOW, THEREFORE, this Warrant Agreement is entered into by the Company and the Warrantholder with the following terms:

 

1.

Warrant .

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.

 

2.

Termination .

The Warrants have been granted on the date of this Warrant Agreement and shall terminate on                     , 201   [10 YEARS FROM GRANT DATE] unless sooner terminated as follows (the “Termination Date”). The Warrants shall terminate on the date that is 90 days from the date on which the Warrantholder ceases to be an active officer, employee or director of the Company or its bank subsidiary other than by reason of his or her death or disability and twelve months after the Warrantholder ceases being an active officer, employee or director by reason of his or her death or disability.

 

3.

Exercise of Warrants .

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.

 

1


Form Warrant Agreement (Type I)

Page 2 of 4

 

4.

Vesting .

The Warrants shall have the following vesting schedule:

 

 

 

 

Date

  

Vesting Percentage
of Total

Warrants Granted

 

 

First Anniversary of the Date Hereof

  

33 1/3 %

Second Anniversary of the Date Hereof

  

33 1/3 %

Third Anniversary of the Date Hereof

  

33 1/3 %

Notwithstanding the foregoing, all unvested Warrants shall become immediately vested if the Warrantholder dies or becomes permanently disabled.

 

5.

Warrant Price .

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).

 

6.

Exercise or Forfeiture of Warrants Upon Certain Conditions .

The Company can require the Warrantholder to exercise or forfeit his or her Warrants


 
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