Exhibit 4.7
Form of Third Amendment to Warrant Agreement
GEORGIA BANCSHARES, INC.
THIRD AMENDMENT TO STOCK WARRANT AGREEMENT
THIS 3rd AMENDMENT TO STOCK WARRANT AGREEMENT (this "Amendment") is
entered into as of this day of , 200 , between
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(the "Warrant Holder") and Georgia Bancshares, Inc.
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(the "Holding Company").
WHEREAS, the Bank entered into that certain Stock Warrant Agreement
with Warrant Holder dated (the "Warrant Agreement"); and
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WHEREAS, subject to certain conditions contained therein, the Warrant
Agreement granted to the Warrant Holder warrants to purchase up to
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shares of The Bank of Georgia's (the "Bank") common stock for $10.00 per share
(the "Shares"); and
WHEREAS, the Warrant Holder, the Holding Company, and the Bank amended
the Warrant Agreement to provide that the Warrant Holders may exercise the
Warrants to purchase shares of the Holding Company common stock rather than the
Bank common stock and to proportionally adjust the Shares to reflect a share
dividend declared by the Board of Directors on August 16, 2001 (the "Second
Amendment"); and
WHEREAS, pursuant to resolutions dated September 19, 2002, the Board of
Directors of the Holding Company authorized a 5 for 4 stock split of the
outstanding shares of common stock of the Holding Company by means of a share
dividend pursuant to Section 14-2-623 of the Code (the "Share Dividend"); and
WHEREAS, the Warrant Holder and the Holding Company desire to amend the
Warrant Agreement to proportionally adjust the Shares to reflect the Share
Dividend.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Warrant Holder and the Holding Company agree to modify and amend the
Warrant Agreement as follows:
1. Section 1(a) of the Warrant Agreement is deleted in its entirety and
replaced with the following:
(a) Exercise Price. The exercise price (the "Exercise Price") shall be
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$6.40 per share, subject to adjustment pursuant to Section 2 below.
2. Pursuant to Section 4 of the Warrant Agreement, the number of Shares is
adjusted from shares to shares to
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reflect the Share Dividend.
3. All other terms of the Warrant Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the Warrant Holder and the Holding Company Inc.
have caused this Amendment to be executed as of the day and year first above
written.
WARRANT HOLDER
By:
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Name:
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GEORGIA BANCSHARES, INC.
By:
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Name:
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Title:
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