FORM OF STOCK PURCHASE WARRANT



 Exhibit 4.1 
  

DATED: ________________ 
  

			
	 No. __
	 	______ Shares

  
 ALLIANCE BANK OF
BATON ROUGE 
 STOCK PURCHASE WARRANT 
 TO PURCHASE SHARES OF COMMON STOCK, $5.00 PAR VALUE 
  
 This is to certify that, for value received,                      (“Holder”), or his successor, is
entitled, upon the due exercise hereof at any time during the period commencing on the date first above written (the Commencement Date”) and terminating at 5:00 p.m., Baton Rouge, Louisiana local time, on the
         anniversary of the Commencement Date (the “Termination Date”), to purchase              shares (subject to
adjustment as provided herein) of the $5.00 par value Common Stock of Alliance Bank of Baton Rouge, a commercial bank organized under the laws of the state of Louisiana (the “Bank”), at a price per share as specified in Section 2 of this
Warrant and to exercise the other rights, powers and privileges hereinafter provided, all on the terms and subject to the conditions specified herein. 
  
 Section 1. Certain Definitions. Unless the context otherwise requires, the following terms as used in this Warrant shall have the following
meanings: 
  

	 	(a)	“Average Market Value” shall mean the average of the Closing Prices for the Common Stock for the five trading days immediately preceding the date of determination,


  

	 	(b)	“Closing Price” shall mean: 

  

	 	(i)	if the primary market for the Common Stock is a national securities exchange, the NASDAQ Stock Market, or other market or quotation system in which last sale transactions are
reported on a contemporaneous basis, the last reported sales price, regular way, of such security on such exchange or in such quotation system for such trading day, or, if there shall not have been a sale on such exchange or reported through such
system on such trading day, the closing or last bid quotations therefore on such exchange or quotation system on such trading day; 

  

	 	(ii)	if the primary market for the Common Stock is not a national securities exchange or quotation system in which last sale transactions are contemporaneously reported, the last bid
quotation in the over-the-counter market on such trading day as reported by the National Association of Securities Dealers through NASDAQ, its automated system for reporting quotations, or its successor, or such other generally accepted source of
publicly reported bid quotations as the- Bank may reasonably designate; or 

  

	 	(iii)	if the Closing Price, cannot be ascertained by any of the methods set forth in the immediately preceding paragraphs (i) and (ii), such Closing Price shall be deemed to be the amount
equal to a quotient determined by dividing the Fair Market Value by the number of shares (including any fractional shares) of Common Stock then outstanding. 

  

	 	(c)	“Common Stock” shall mean the Bank’s $5.00 par value common stock, any security into which such common stock shall have been changed or any security resulting
from reclassification of such common stock. 

  

	 	(d)	“Exercise Date” shall mean the date on which the Bank shall have received from the Holder all deliveries required by Section 3 of this Warrant.


  










	 	(e)	“Fair Market Value” shall mean the price, as determined by a written appraisal prepared by an appraiser acceptable to the Bank, that would be paid by the most
likely hypothetical buyer in a single transaction, for 100% of the equity capital of the Bank on a going-concern basis. The Bank shall pay for the cost of any such appraisal. 

  
 Section 2. Exercise Price. Subject to the adjustments provided for
herein, the exercise price per share of Common Stock issuable pursuant to this Warrant (the “Exercise Price”) shall be equal to $            . 
  
 Section 3. Exercise of Warrant. The Holder of this Warrant may, at any
time on or after the Commencement Date but prior to the Termination Date, exercise this Warrant in whole at any time or in part from time to time for the number of shares which such Holder is then entitled to purchase hereunder. 
  
 The Holder may exercise this Warrant in whole or in part, by delivering to
the Bank at its offices maintained pursuant to Section 4 for such purpose (i) a written notice of such Holder’s election to exercise this Warrant, which notice shall specify the number of shares to be purchased, (ii) this Warrant, and (iii) a
sum equal to the Exercise Price therefore in cash (U.S. dollars) or by certified or cashier’s check. 
  
 Such notice shall be substantially in the form of, and shall be subject to the requirements set forth in, the Election to Subscribe attached as Exhibit A
hereto. Upon delivery thereof, the Bank shall, as promptly as practicable and in any event within ten business days thereafter, cause to be executed and sent to such Holder a certificate or certificates representing the, aggregate number of shares
of Common Stock issuable upon such exercise. 
  
 The certificate
or certificates for shares of Common Stock so delivered shall be in such denominations as may be specified in said notice and shall be registered in the name of such Holder or such other name or names as shall be designated in said notice. Such
certificate or certificates shall be deemed to have been issued and the person designated to be named in such certificate shall be deemed to have become a holder of record of such shares, and to have become entitled, to the extent permitted by law,
to the right to vote such shares or to consent or receive notice as a stockholder, as of the Exercise Date. If this Warrant shall have been exercised only in part, the Bank shall, at the time of delivery of said certificate or certificates, deliver
to such Holder a new warrant dated the date it is issued, evidencing the rights of such Holder to purchase the remaining shares of Common Stock issuable pursuant to this Warrant, which new warrant shall In all other respects be identical with this
Warrant, or, at the request of such Holder, appropriate notation may be made on this Warrant and the Warrant returned to such Holder, 
  
 The Bank shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates
under this Section 3, except that, in the event such stock certificates are to be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer and any other applicable taxes payable upon the issuance of
such certificates shall be paid by the Holder not later than the Exercise Date. 
  
 Section 4. Warrant Registration. At all times while any portion of this Warrant remains outstanding and exercisable the Bank shall keep and maintain at its principal offices a register in which the ownership
and any exchange of this Warrant shall be recorded. The Dank shall not at any time, except upon the dissolution, liquidation or winding up of the Bank, close such register so as to result in the prevention or delay of the proper exercise of this
Warrant. 
  
 Section 5. Transferability. This Warrant and
all rights hereunder shall not be transferable by the Holder except by operation of law. The Bank may deem and treat the registered Holder as the absolute owner of this Warrant for all purposes and shall not be affected by any notice to the
contrary. 
  
 Section 6. Exchange. This warrant is
exchangeable, upon the surrender hereof by the Holder at the offices of the Bank, for a new warrant or warrants, in such denominations as Holder shall designate at the time of surrender for exchange, of like tenor and date, representing in the
aggregate the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder, each of such new warrants to represent 

  

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the right to subscribe for and purchase not less than 1,000 shares of Common Stock (except to the extent necessary to reflect the balance of the number of
shares purchasable hereunder). 
  
 Section 7. Representations
and Covenants of Issuer. 
  

	 	(a)	The Bank hereby represents to the Holder as follows: 

  

	 	(i)	The Bank is a commercial bank duly organized and validly existing and in good standing under the laws of the State of Louisiana. 

  

	 	(ii)	The Bank has the corporate power and authority to execute and deliver this Warrant and to perform the terms hereof, including the issuance of shares of Common Stock issuable upon
exercise hereof. The Bank has taken all action necessary to authorize the execution, delivery and performance of this Warrant and the issuance of the shares of Common Stock issuable upon exercise hereof This Warrant has been duly authorized and
executed by the Bank and constitutes the legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or
Similar laws or equitable principles relating to or limiting creditors’ rights generally. 

  

	 	(b)	The Bank covenants and agrees that all shares of Common Stock which may be issued upon the exercise of this Warrant will, upon issuance, be fully paid and nonassessable and free
from all taxes, liens and charges (other than taxes in respect of any transfer occurring contemporaneously with such issuance). 

  
 Section 8. Adjustments to Exercise Price and Number of Shares Purchasable. The Exercise Price and number of shares of Common Stock purchasable
pursuant to this Warrant shall be subject to adjustment from time to time as follows: 
  

	 	(a)	In the event the Bank shall at any time exchange, as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of shares of Common Stock
then outstanding into a different number of shares, with or without par value, then thereafter the number of shares of Common Stock which the Holder shall be entitled to purchase pursuant to this Warrant (calculated immediately prior to such
change), shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of outstanding Common Stock of the Bank by reason of such change, and the Exercise Price after such change shall,
in the event of an increase in the number of shares of Common Stock outstanding, be proportionately reduced, and, in the event of a decrease in the number of shares of Common Stock outstanding, be proportionately increased. 


 

	 	(b)	In the event of any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision, combination or stock dividend as provided for in Section 8(a)), or in the event of any consolidation of the Bank with, or merger of the Bank into another corporation, or in the event of any sale of all or
substantially all of the property, assets, business and goodwill of the Bank, the Bank, or such successor or purchasing corporation, as the case may be, shall provide that that Holder of this Warrant shall thereafter be entitled to purchase, by
exercise, of this Warrant, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger or sale by a holder of the number of shares of Common Stock which this Warrant
entitles the Holder to purchase immediately prior to such reclassification, change, consolidation, merger or sale. Any such successor corporation thereafter shall be substituted for the Bank for purposes of this Warrant. 

  
 Section 9. Holder’s Rights. Except as otherwise expressly set
forth herein, this Warrant shall not entitle the Holder to any rights of a stockholder of the Bank, except that if the Bank, during the period in which this 

  

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Warrant is exercisable, declares a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (computed in accordance
with generally accepted accounting principles) or otherwise than in Common Stock or securities convertible into Common Stock, then the Holder, upon exercise of this Warrant, shall receive the number of shares of Common Stock purchasable upon such
exercise and, in addition and without further payment, the cash, stock or other securities or property which the Holder would have received by way of dividends or other distribution if, continuously since the date hereof, such Holder (a) had been
the record holder of the number of shares of Common Stock then being purchased, and (b) had retained all such cash, stock and other securities (other than Common Stock or securities convertible into Common Stock) and/or other property payable in
respect of such Common Stock or in respect of any stock or securities paid as dividends and originating directly or indirectly from such Common Stock. 
  
 Section 10. Notices. If there shall be any adjustment as provided in Section 8 hereof, or if securities or property other than shares of Common
Stock (if the Bank shall become purchasable in lieu of shares of Common Stock upon exercise of this Warrant, the Bank shall forthwith cause written notice thereof to be sent by registered mail, postage prepaid, to the registered Holder of this
Warrant at the address of such Holder shown on the books of the Bank, which notice shall be accompanied by an explanation setting forth in reasonable detail the basis for the Holder’s becoming entitled to purchase such shares and the number of
shares which may be purchased and the exercise price thereof, or the facts requiring any such adjustment and the exercise price and number of shares purchasable subsequent to such adjustment, or the kind and amount of any such securities or property
so purchasable upon the exercise of this Warrant as the case may be. At the request of the Holder and upon surrender of ibis Warrant, the Bank shall reissue this Warrant in a form conforming to such adjustments. 
  
 Section 11. Cash in Lieu of Fractional Shares. The Bank shall not be
required to issue fractional shares upon the exercise of this Warrant. If, by reason of any change made pursuant to Sections 8 or 9 hereof, the Holder of this Warrant would be entitled, upon the exercise of any rights evidenced hereby, to receive a
fractional share, the Bank shall, upon such exercise, pay to the Holder an amount in cash equal to the Average Market Value of such fractional interest, determined as of the Exorcise Date. 
  
 Section 12. Forfeiture. If at any time while this Warrant is
outstanding, the Federal Deposit Insurance Corporation makes a formal capital call upon the Bank or the Louisiana Office of Financial Institutions makes a formal capital call upon the Bank, the Holder will exercise this Warrant in whole or in part
as may be needed for additional required capital, or the Warrant shall be forfeited. The number of shares of Common Stock as to which the Warrant shall be exercised by each Holder to meet the capital call will be calculated pro rata on the basis of
the number of shares of Common Stock subject to a Warrant held by each Holder. The exercise price for shares of Common Stock purchased upon such exercise will be equal to the greater of the Exercise Price determined pursuant to Section 2 hereof and
the the-current book value per share of Common Stock of the Bank. Any portion of this Warrant not required to be exercised under the terms of any such capital call may be exercised under the original terms of this Warrant. 
  
 Section 13. Lost, Stolen, Mutilated, or Destroyed Warrants. If this
Warrant shall become lost, stolen, mutilated, or destroyed, the Bank shall, on such terms as to indemnity or otherwise as it may in its reasonable discretion impose upon the registered Holder hereof (as shown on the register of Warrants maintained
by the Bank), issue a new warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. 
  
 Section 14. Limitation of Liability. No provision hereof, in the absence of affirmative action by the Holder hereof to purchase shares of Common
Stock, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of such Holder for the purchase price of the shares or as a stockholder of the Bank, whether such liability is asserted by the Bank or by
creditors of the Bank. 
  
 Section 15. Applicable Law. The
validity, interpretation, and performance of this Warrant shall be governed by the laws of the State of Louisiana. 
  
 Section 16. Headings. Headings of the paragraphs in this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant. 
  

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 IN WITNESS WHEREOF, the Bank has caused this Warrant to be executed this
         day of                         , by its duly authorized officers.

  

			
	 ALLIANCE BANK OF BATON ROUGE

		
	 By:
	 	 
		
	 Name:
	 	 
		
	 Title:
	 	 


  

			
	 ATTEST

		
	 By:
	 	 
		
	 Name:
	 	 
		
	 Title:
	 	 

  

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 EXHIBIT A 
  

[Subscription Form to Be Executed Upon Exercise of Warrant] 
  
 ELECTION TO SUBSCRIBE 
  

The undersigned registered holder or permitted assignee of such registered holder of the within Warrant hereby (1) subscribes for
             Shares which the undersigned is entitled to purchase under the terms of the within Warrant, (2) makes the full cash payment therefore called for by the within Warrant,
and (3) directs that the shares issuable upon exercise of said Warrant be issued as follows: 
  

	
	
	 
	(Name)


  

	
	
	 
	(Address)


  

	
	
	 
	(Social Security Number)


  

			
		
	 Signature
	 	 


  
 Dated
                                  
  
 NOTICE: The signature on this subscription form must correspond with the name as
written upon the face of the within Warrant in every particular, without alteration or enlargement, or any change whatsoever, and must be guaranteed by a bank, other than a savings bank or trust bank, or by a firm having membership on a registered
national securities exchange. 
  

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