Common use of Reorganization, Reclassification, Consolidation or Merger Clause in Contracts

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 Corporation with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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, appropriate adjustment (as determined by the Board of Directors of the Corporation in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, If at any time while this Warrant is outstanding there shall be any reorganization or reclassification of the Common Stock of the Company (other than a subdivision or combination of shares provided for in Section 6 hereofparagraph 3 above), or any consolidation or merger of the Corporation Company with another entitycorporation, the holder of this Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Warrant Price, the number of shares of stock or other securities or property of the Corporation Company or of the successor entity (or its parent company) corporation resulting from such consolidation or merger, as the case may be, to which a holder of the Common StockStock of the Company, deliverable upon the exercise of this Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger if this Warrant had been exercised immediately prior to such reorganization, reclassification, consolidation or merger; and in any such case, appropriate adjustment (as determined by the Board of Directors of the Corporation in its sole discretionCompany) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of this Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Warrant Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as reasonably may reasonably be practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

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 hereof7 of this Agreement), or any consolidation or merger of the Corporation with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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 the Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, the Corporation shall make appropriate adjustment adjustments (as determined by the Board of Directors of the Corporation in its sole discretion) shall be made in the application of the these provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this the Warrant) shall thereafter be applicable, as near nearly as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof the Warrant.

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 hereofof this Agreement), or any consolidation or merger of the Corporation Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation Company 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 Company shall make appropriate adjustment adjustments (as determined by the Board of Directors of the Corporation Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof this Warrant.

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, If at any time while this Warrant is outstanding there shall be any reorganization or reclassification of the shares of Common Stock (other than a subdivision or combination of shares provided for in Section 6 hereof3(b)), or any consolidation or merger of the Corporation Company with another entitycorporation, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Warrant Price, the number of shares of stock or other securities or property of the Corporation Company or of the successor entity (or its parent company) corporation resulting from such consolidation or mergertransaction, as the case may be, to which a holder of the Common Stock, Shares deliverable upon the exercise of this Warrant, Warrant would have been entitled upon such reorganization, reclassification, consolidation consolidation, incorporation, exchange or merger if this Warrant had been exercised immediately prior to such reorganization, reclassification, consolidation, incorporation, exchange or merger; and in any such case, appropriate equitable adjustment (as determined by the Board of Directors of the Corporation in its sole discretionBoard) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Warrant Price and the number of shares Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as reasonably may reasonably be practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

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 Corporation Bank with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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 adjustment adjustments (as determined by the Board of Directors of the Corporation Bank in its sole discretion) shall be made in the application of the these provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near nearly as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof the Warrant.

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 Corporation Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation Company 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 under the exercise of this Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by the Board of Directors of the Corporation Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, If at any time while this Option is outstanding there shall should be any reorganization or reclassification of the Common Stock of the Company (other than a subdivision or combination of shares provided for in Section paragraph 6 hereofabove), or any consolidation or merger of the Corporation Company with another entitycorporation, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, then the number of shares of stock Common Stock or other securities or property of the Corporation Company or of the successor entity (or its parent company) corporation resulting from such consolidation or merger, as the case may be, to which a holder of the number of shares of Common Stock, deliverable Stock that may then be purchased upon the exercise of this Warrant, Option would have been entitled upon such reorganization, reclassification, consolidation or merger if this Option had been exercised in full immediately prior to such reorganization, reclassification, consolidation or merger, may thereafter be purchased hereunder in lieu of the shares of Common Stock theretofore subject to this Option; and in any such case, appropriate adjustment (as determined by the Board of Directors of the Corporation in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder Optionee to the end that the provisions set forth herein (including the adjustment of the Purchase Option Price and the number of shares issuable upon the exercise of this WarrantOption) shall thereafter be applicable, as near nearly as reasonably may reasonably be practicablebe, in relation to any shares or other property that may thereafter deliverable upon the exercise hereofbe purchased hereunder.

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 Corporation Bank with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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, appropriate adjustment (as determined by the Board of Directors of the Corporation Bank in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

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 Corporation with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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, appropriate adjustment (as determined by the Board of Directors of the Corporation in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

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 hereofof this Agreement), or any consolidation or merger of the Corporation with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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 Corporation shall make appropriate adjustment adjustments (as determined by the Board of Directors of the Corporation in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near nearly as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof this Warrant.

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 hereofof this Agreement), or any consolidation or merger of the Corporation Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation Company 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, Bainbridge Bancshares, Inc. Stock Purchase Warrant Dated , 2003 deliverable upon the exercise of this Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, the Company shall make appropriate adjustment adjustments (as determined by the Board of Directors of the Corporation Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof this Warrant.

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, If at any time while this Warrant is outstanding there shall be any reorganization or reclassification of the shares of Common Stock (other than a subdivision or combination of shares provided for in Section 6 hereof3(a)), or any consolidation consolidation, merger or merger similar transaction of the Corporation Company with another entitycorporation, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Warrant Price, the number of shares of stock or other securities or property of the Corporation Company or of the successor entity (or its parent company) corporation resulting from such consolidation or mergertransaction, as the case may be, to which a holder of the Common Stock, deliverable Shares issuable upon the exercise of this Warrant, Warrant would have been entitled upon such reorganization, reclassification, consolidation consolidation, merger or mergersimilar transaction if this Warrant had been exercised immediately prior to such reorganization, reclassification, consolidation, merger or similar transaction; and in any such case, appropriate equitable adjustment (as determined by the Board of Directors of the Corporation in its sole discretionCompany) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Warrant Price and the number of shares Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as reasonably may reasonably be practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

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 Corporation Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation Company 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, appropriate adjustment (as determined by the Board of Directors of the Corporation Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

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 hereof7 of this Agreement), or any consolidation or merger of the Corporation with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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 the Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, the Corporation shall make appropriate adjustment adjustments (as determined by the Board of Directors of the Corporation in its sole discretion) shall be made in the application of the these provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this the Warrant) shall thereafter be applicable, as near nearly as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof the Warrant.

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, If at any time while this Warrant is outstanding 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)the Company, or any consolidation or merger of the Corporation Company with another entitycorporation, the holder of this Warrant Holder shall thereafter be entitled to receive, at the Holder's sole option, during the term hereof and upon payment of the Purchase Warrant Price, the number of shares of stock or other securities or property of the Corporation Company or of the successor entity (or its parent company) corporation resulting from such consolidation or merger, as the case may be, to which a holder of the Common StockStock of the Company, deliverable upon the exercise of this Warrant, would have been entitled upon in connection with such reorganization, reclassification, consolidation or merger; and in any such case, appropriate adjustment (as determined by agreement of the holder and the Board of Directors of the Corporation in its sole discretionCompany) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of this Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Warrant Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as reasonably may reasonably be practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

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 hereofof this Agreement), or any consolidation or merger of the Corporation with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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 Corporation shall make appropriate adjustment adjustments (as determined by the Board of Directors of the Corporation in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near nearly as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof this Warrant.

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 hereofof this Agreement), or any consolidation or merger of the Corporation with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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 Corporation shall make appropriate adjustment adjustments (as determined by the Board of Directors of the Corporation in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near nearly as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof this Warrant.

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 Corporation Bank with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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 under the exercise of this Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by the Board of Directors of the Corporation Bank in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, If at any time while this Warrant is outstanding there shall be any reorganization or reclassification of the Common Stock of the Company (other than a subdivision or combination of shares provided for in Section 6 hereofparagraph 2 above), or any consolidation or merger of the Corporation Company with another entitycorporation, the holder of this Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Warrant Price, the number of shares of stock or other securities or property of the Corporation Company or of the successor entity (or its parent company) corporation resulting from such consolidation or merger, as the case may be, to which a holder of the Common StockStock of the Company, deliverable upon the exercise of this Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger if this Warrant had been exercised immediately prior to such reorganization, reclassification, consolidation or merger; and in any such case, appropriate adjustment (as determined by the Board of Directors of the Corporation in its sole discretionCompany) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of this Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Warrant Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as reasonably may reasonably be practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

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 hereofof this Agreement), or any consolidation or merger of the Corporation with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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 Corporation shall make appropriate adjustment adjustments (as determined by the Board of Directors of the Corporation in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof this Warrant.

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, If at any time while this Option is outstanding there shall should be any reorganization or reclassification of the Common Stock of the Company (other than a subdivision or combination of shares provided for in Section paragraph 6 hereofabove), or any consolidation or merger of the Corporation Company with another entitycorporation, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, then the number of shares of stock Common Stock or other securities or property of the Corporation Company or of the successor entity (or its parent company) corporation resulting from such consolidation or merger, as the case may be, to which a holder of the number of shares of Common Stock, deliverable Stock that may then be purchased upon the exercise of this Warrant, Option would have been entitled upon such reorganization, reclassification, consolidation or merger if this Option had been exercised in full immediately prior to such reorganization, reclassification, consolidation or merger, may thereafter be purchased hereunder in lieu of the shares of Common Stock theretofore subject to this Option; and in any such case, appropriate adjustment (as determined by the Board of Directors agreement of the Corporation in its sole discretionOptionee and the Company) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder Optionee to the end that the provisions set forth herein (including the adjustment of the Purchase Option Price and the number of shares issuable upon the exercise of this WarrantOption) shall thereafter be applicable, as near nearly as reasonably may reasonably be practicablebe, in relation to any shares or other property that may thereafter deliverable upon the exercise hereofbe purchased hereunder.

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 hereofof this Agreement), or any consolidation or merger of the Corporation Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation Company 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 Company shall make appropriate adjustment adjustments (as determined by the Board of Directors of the Corporation Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.of this Warrant. Metro Bancshares, Inc. Organizer Stock Purchase Warrant Dated , 2007

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, If at any time while this Warrant is outstanding there shall be any reorganization or reclassification of the Common Stock of the Company (other than a subdivision or combination of shares provided for in Section 6 hereofparagraph 2 above), or any consolidation or merger of the Corporation Company with another entitycorporation, the holder of this Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Warrant Price, the number of shares of stock Common Stock or other securities or property of the Corporation Company or of the successor entity (or its parent company) corporation resulting from such consolidation or merger, as the case may be, to which a holder of the Common StockStock of the Company, deliverable upon the exercise of this Warrant, would have been entitled upon such reorganization, reclassification, consolidation consolidation, or merger if this Warrant had been exercised immediately prior to such reorganization, reclassification, consolidation, or merger; and in any case, case appropriate adjustment (as determined by agreement of the registered holder and the Board of Directors of the Corporation in its sole discretionCompany) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of this Warrant Holder to the end so that the provisions set forth herein (including the adjustment of the Purchase Warrant Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicableapplicable , as near as reasonably may reasonably be practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise hereofthereof.

Reorganization, Reclassification, Consolidation or Merger. IfSubject to Section 6, if prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of the Corporation (other than a subdivision or combination of shares provided for in Section 6 7 hereof), or any consolidation or merger of the Corporation with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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 StockStock of the Corporation, deliverable upon the exercise of this Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Warrant Holder and the Board of Directors of the Corporation in its sole discretionCorporation) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, If at any time while this Option is outstanding there shall should be any reorganization or reclassification of the Common Stock of the Company (other than a subdivision or combination of shares provided for in Section paragraph 6 hereofabove), or any consolidation or merger of the Corporation Company with another entitycorporation, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, then the number of shares of stock Common Stock or other securities or property of the Corporation or Company of the successor entity (or its parent company) corporation resulting from such consolidation or merger, as the case may be, to which a holder of the number of shares of Common Stock, deliverable Stock that may then be purchased upon the exercise of this Warrant, Option would have been entitled upon such reorganization, reclassification, consolidation or merger, may thereafter be purchased hereunder in lieu of the shares of Common Stock theretofore subject to this Option; and in any such case, appropriate adjustment (as determined by agreement of this Participant and the Board of Directors of the Corporation in its sole discretionCompany) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder Participant to the end that the provisions set forth herein (including the adjustment of the Purchase Option Price and the number of shares issuable upon the exercise of this WarrantOption) shall thereafter be applicable, as near nearly as reasonably may reasonably be practicablebe, in relation relating to any shares or other property that may thereafter deliverable upon the exercise hereofbe purchased thereunder.

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, If at any time while this Warrant is outstanding there shall be any reorganization or reclassification of the Common Stock of the Company (other than a subdivision or combination of shares provided for in Section 6 2(a) hereof), or any consolidation or merger of the Corporation Company with another entitycorporation, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock Common Stock or other securities or property of the Corporation Company or of the successor entity (or its parent company) corporation 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, such Holder would have been entitled upon such reorganization, reclassification, consolidation consolidation, or merger if this Warrant had been exercised immediately prior to such reorganization, reclassification, consolidation, or merger; and in any case, case appropriate adjustment (as determined by agreement of the Holder and the Board of Directors of the Corporation in its sole discretionCompany) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as reasonably may reasonably be practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise hereofthereof.

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 hereofof this Agreement), or any consolidation or merger of the Corporation Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of this Agreement and upon payment of the Purchase Metro Bancshares, Inc. Director Stock Purchase Warrant Dated , 2007 Price, the number of shares of stock or other securities or property of the Corporation Company 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 Company shall make appropriate adjustment adjustments (as determined by the Board of Directors of the Corporation Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein in this Agreement (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof this Warrant.

Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, there shall be any a reorganization or reclassification of the Common Stock Shares (other than a subdivision or combination of shares as provided for in Section 6 9 hereof), or any consolidation or merger of the Corporation Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the remainder of the term hereof of the Warrants and upon payment of the Purchase Exercise Price, the number of shares of stock or other securities or property of the Corporation Company 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 StockShares, deliverable upon the exercise of this Warrantthe Warrants, would have been entitled upon such reorganization, reclassification, consolidation or merger; and and, in any case, the Company shall make appropriate adjustment adjustments (as determined by the Board board of Directors directors of the Corporation Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter interests of the Warrant Holder to the end so that the provisions set forth herein (including the adjustment of to the Purchase Exercise Price and the number of shares Shares issuable upon the exercise of this Warrantthe Warrants) shall thereafter be applicable, as near nearly as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereofof the Warrants.

Reorganization, Reclassification, Consolidation or Merger. If, prior --------------------------------------------------------- to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock common stock (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of the Corporation Bank with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation 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 Stockcommon stock, deliverable upon the exercise of this Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by the Board of Directors of the Corporation Bank in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.