Exhibit 10.7


 


WARRANT AGREEMENT


 


THIS
AGREEMENT is made and entered into as of the                     day
of
                     ,
2001, by and between NEW SOUTHERN BANK, a
Georgia banking corporation (the “Bank”), and                              
(the “Warrant Holder”).


 


 


WITNESSETH


 


 


WHEREAS, the Warrant
Holder has served as an organizer in the formation and establishment of the
Bank; and


 


WHEREAS,
the Warrant Holder has purchased
                                          
shares of the Bank’s common stock, $5.00 par value per share (the “Common
Stock”), at a price of $10.00 per share; and


 


WHEREAS, the Warrant
Holder will provide services to the Bank as a director of the Bank; and


 


WHEREAS, the Bank, in
recognition of the financial risk undertaken by the Warrant Holder in
organizing the Bank and in order to encourage the Warrant Holder’s continued involvement in the
successful operation of the Bank, desires to issue to the Warrant Holder the right to acquire
additional shares of the Bank’s Common Stock.


 


NOW, THEREFORE, in consideration of these
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement agree as
follows:


 


1.      Grant of Warrant. Subject to the terms, restrictions, limitations and conditions stated in
this Agreement, the Bank 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 of this Agreement.


 


2.      Term; Vesting; Required Exercise.


 


(a) The term for the exercise
of the Warrant begins at 9:00 a.m., Eastern Time, on the first anniversary of
the date that the Bank first issues its common stock (the “Issue Date”). The term for
the exercise of the Warrant ends at 5:00 p.m., Eastern Time (the “Expiration Time”) on
the earlier of the following:


 


(i) the tenth anniversary of the Issue Date, or


 


(ii) 90 days after the Warrant
Holder ceases to serve as a director of the Bank, except  that
if the Warrant Holder ceases to be a director because he or she


 





















 


becomes disabled, retires or dies, then the Warrant
Holder (or his or her estate) will have until the tenth anniversary of the
Issue Date to exercise the Warrant.


 


(b)      The Warrant will vest in annual one-third (1/3)
increments over a period of three years, beginning on the first anniversary of the
Issue Date. 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.


 


(c)       Notwithstanding any other provision of this
Agreement, if the Bank’s capital falls below the minimum requirements as determined by the
primary federal or state regulator of the Bank (the “Regulator”), the Regulator
may direct the Bank to require the Warrant Holder to exercise or forfeit his or her
Warrant. The Bank will notify the Warrant Holder within 45 days from the date the Regulator
notifies the Bank in writing that the Warrant Holder must exercise or forfeit his
or her Warrant. The Bank will cancel the Warrant if it is not exercised within
21 days of the Bank’s notification to the Warrant Holder. The Bank agrees
to comply with any Regulator’s request that the Bank 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 the
Warrant shall be $10.00, subject to adjustment as set forth in Section 6 of
this Agreement (the price as it may be adjusted is called the “Purchase Price”).


 


4.         Exercise of Warrant. The Warrant Holder
may exercise the Warrant by delivering the following to the Bank:


 


(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
Bank for the full amount of the aggregate Purchase Price for the number of shares as to
which the Warrant is being exercised.


 


The Warrant Holder must deliver the notice to exercise
and the cashier’s or certified check to the address of the Bank as
set forth in Section 10(a) of this Agreement or any other address that the Bank requests.


 


5.      Issuance of Shares. Upon receipt of the items set forth in Section
4, and subject to the terms of this Agreement, the Bank shall deliver stock
certificates to the Warrant Holder for the number of shares specified in the
notice to exercise and shall register the share or shares in the name of the Warrant Holder. In no event, however,
shall the Bank be required to issue or deliver any certificate for shares of Common Stock purchased upon the exercise
of the Warrant or any portion of the Warrant 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;


 


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(b)      The completion of any registration or other
qualification of such shares which the Bank shall deem necessary or advisable under any
federal or state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body;


 


(c)       The obtaining of any approval or other clearance
from any federal or state governmental agency or body, which the Bank shall
determine to be necessary or advisable, which may include federal and state
regulatory approval, if the exercise of the Warrant will result in the Warrant Holder
beneficially owning more than 10% of the outstanding common stock of the Bank;
and


 


(d)      The lapse of such reasonable period of time
following the exercise of the Warrant as the Bank may from time to time establish for
reasons of administrative convenience.


 


The Bank shall have no obligation to obtain the
fulfillment of these conditions; provided, however, that the
Warrant Holder shall have one full calendar year after these conditions have
been fulfilled to exercise his or her Warrant, notwithstanding any other
provision in this Agreement.


 


6.     Antidilution, Etc.


 


(a)      If, prior to the Expiration Time, the Bank 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 Bank shall proportionately increase the number of shares of Common Stock then
subject to exercise under the Warrant (and not previously exercised).


 


(b)      If, prior to the Expiration Time, the Bank 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
Bank shall proportionately reduce the number of shares of Common Stock then subject to
exercise under the Warrant (and not previously exercised).


 


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 Bank with another entity, the Warrant Holder shall be entitled to receive,
during the remainder of the term of
this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or
property of the Bank 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, the Bank shall make appropriate adjustments (as
determined by the Board of Directors of the Bank in its sole discretion) in the
application of these provisions with respect to the rights and interests of the Warrant Holder so that the
provisions set forth in this Agreement (including


 


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the
adjustment of the Purchase Price and the number of shares issuable upon the
exercise of this Warrant) shall be applicable, as nearly as may reasonably be
practicable, to any shares or other property thereafter deliverable upon the exercise
of the Warrant.


 


8.        Notice of Adjustments. Within thirty (30)
days following any adjustment provided for in Section 6 or Section 7 of this Agreement,
the Bank shall give written notice of the adjustment to the Warrant Holder at
the address set forth in Section 10(a) of this Agreement or such other address as
the Warrant Holder may request. The notice shall state the Warrant Purchase Price as
adjusted and the increased or decreased number of shares purchasable upon the exercise
of the Warrant and shall set forth in reasonable detail the method of
calculation of each.


 


9.        Transfer and Assignment.


 


(a)       During the Warrant Holder’s lifetime, the Warrant
and any rights under this Agreement shall be exercisable only by the Warrant
Holder (or by the Warrant Holder’s guardian or legal representative, should one be
appointed). Except assignments or transfers made by will or under the laws of descent and
distribution, the Warrant or any rights under this Agreement may not be assigned,
transferred, 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
the Warrant except as provided for in this Section 9 shall be null and void and without
legal effect.


 


(b)      Shares of Common Stock acquired by exercise of
the Warrant granted in this Agreement 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 hereunder):


 


 


To the Bank:


 


New Southern Bank 


4077 Forsyth Road 


Macon, Georgia


 


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To the
Warrant Holder:


 


 


 


 


(b)   The Bank covenants that
it has reserved and will keep available, solely for the purpose of issue upon
the exercise of the Warrant, a sufficient number of shares of Common Stock to permit
the exercise of the Warrant in full.


 


(c)       No holder of the
Warrant, as such, shall be entitled to vote or receive dividends with respect
to the shares of Common Stock subject to the Warrant or be deemed to be a
shareholder of the Bank for any purpose until such Common Stock has been
issued.


 


(d)      This Agreement shall
constitute the entire agreement contemplated by the Bank and the Warrant Holder
and may be amended only by an instrument in writing executed by the party
against whom enforcement of the amendment is sought.


 


(e)       This Agreement 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 Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Georgia.


 


 


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page is intentionally left blank.]


 


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IN WITNESS WHEREOF, the Bank has caused this Agreement
to be signed by its duly authorized officers and its corporate seal to be affixed
hereto, and the Warrant Holder has executed this Agreement under seal, all as
of the day and year first above written.


 


 


	
   

  	
  NEW SOUTHERN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Print Name:

  
	
   

  	
  Title:

  



 


 


	
   

  	
  WARRANT HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (SEAL)

  
	
   

  	
  Print Name:

  



 


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