EXHIBIT 10.7
UNITY HOLDINGS, INC.
STOCK WARRANT AGREEMENT
April 15, 1999 17,500 Shares
Warrants to purchase 17,500 shares of Common Stock (the "Shares") of Unity
Holdings, Inc., a Georgia corporation (the "Company"), are hereby granted to
Xxxxxxx X. XxXxxxxxx (the "Warrant Holder") in consideration of the financial
risk associated with Warrant Holder's investment in the Company during its
organizational stage. Such Warrants are granted on the following terms and
conditions:
51. Exercise of Warrants. The warrants granted in this agreement (the
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"Warrants") may be exercised in whole or in part at any time after November 30,
1999 (the "Vesting Date"). Exercise of the Warrants is subject to the
following:
(a) Exercise Price. The exercise price (the "Exercise Price") shall
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be $10.00 per Share, subject to adjustment pursuant to Section 2
below.
(b) Expiration of Warrant Term. The Warrants will expire at 5:00 p.m.
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Eastern Standard Time on November 30, 2008, and may not be
exercised thereafter (the "Expiration Date").
(c) Payment. The purchase price for Shares as to which the Warrants
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are being exercised shall be paid in cash, by wire transfer, by
certified or bank cashier's check, or by personal check drawn on
funds on deposit with Unity National Bank (the "Bank").
(d) Method of Exercise. The Warrants shall be exercisable by a
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written notice delivered to the President or Secretary of the
Company which shall:
(i) State the owner's election to exercise the Warrants, the
number of Shares with respect to which it is being
exercised, the person in whose name the stock certificate
for such Shares is to be registered and such person's
address and tax identification number (or, if more than
one, the names, addresses and tax identification numbers of
such persons);
(ii) Be signed by the person or persons entitled to exercise the
Warrants and, if the Warrants are being exercised by any
person or persons other than the original holder thereof,
be accompanied by proof satisfactory to counsel for the
Company of the right of such person or persons to exercise
the Warrants; and
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(iii) Be accompanied by the originally executed copy of this
Stock Warrant Agreement.
(e) Partial Exercise. In the event of a partial exercise of the
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Warrants, the Company shall either issue a new agreement for the
balance of the Shares subject to this Stock Warrant Agreement
after such partial exercise, or it shall conspicuously note hereon
the date and number of Shares purchased pursuant to such exercise
and the number of Shares remaining covered by this Stock Warrant
Agreement.
(f) Restrictions on Exercise. The Warrants may not be exercised (i)
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if the issuance of the Shares upon such exercise would constitute
a violation of any applicable federal or state securities laws or
other law or regulation or (ii) unless the Company or the holder
hereof, as applicable, obtains any approval or other clearance
which the Company determines to be necessary or advisable from the
Federal Reserve Board, the Office of the Comptroller of the
Currency, the Federal Deposit Insurance Corporation or any other
state or federal banking regulatory agency with regulatory
authority over the operation of the Company or the Bank
(collectively the "Regulatory Agencies"). The Company may require
representations and warranties from the Warranty Holder as
required to comply with applicable laws or regulations, including
the Securities Act of 1933 and state securities laws.
52. Anti-Dilution; Merger. If, prior to the exercise of Warrants
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hereunder, the Company (i) declares, makes or issues, or fixes a record date for
the determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable on the Shares in shares of its capital stock, (ii)
subdivides the outstanding Shares, (iii) combines the outstanding Shares, (iv)
issues any shares of its capital stock by reclassification of the Shares,
capital reorganization or otherwise (including any such reclassification or
reorganization in connection with a consolidation or merger or and sale of all
or substantially all of the Company's assets to any person), then the Exercise
Price, and the number and kind of shares receivable upon exercise, in effect at
the time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification shall be proportionately adjusted
so that the holder of any Warrant exercised after such time shall be entitled to
receive the aggregate number and kind of shares which, if such Warrant had been
exercised immediately prior to such time, he would have owned upon such exercise
and been entitled to receive by virtue of such dividend, distribution,
subdivision, combination, reclassification, reorganization, consideration,
merger or sale.
53. Valid Issuance of Common Stock. The Company possesses the full
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authority and legal right to issue, sell, transfer, and assign this Warrant and
the Shares issuable pursuant to this Warrant. The issuance of this Warrant
vests in the holder the entire legal and
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beneficial interests in this Warrant, free and clear of any liens, claims, and
encumbrances and subject to no legal or equitable restrictions of any kind
except as described herein. The Shares that are issuable upon exercise of this
Warrant, when issued, sold and delivered in accordance with the terms of this
Agreement for the consideration expressed herein, will be duly and validly
issued, fully paid, and non-assessable, and will be free of restrictions on
transfer other than restrictions under applicable state and federal securities.
54. Compliance with Securities Laws. Warrant Holder understands that the
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Warrants and the Shares issuable upon exercise of the Warrants may not be sold,
transferred or otherwise disposed of without registration under the Securities
Act of 1933, or an exemption therefrom, and that in the absence of an effective
registration statement covering such shares or an available exemption from
registration under the Securities Act, such Shares must be held indefinitely.
55. Restrictions on Transferability. This Agreement, the Warrants, and
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the Shares issuable on exercise of the Warrants may not assigned or transferred
by the Warrant Holder without the Company's prior written consent and, if so
requested by the Company, the delivery by the Warrant Holder to the Company of
an opinion of counsel in form and substance satisfactory to the Company stating
that such transfer or assignment is in compliance with the Securities Act of
1933 and applicable state securities laws. More particularly, but without
limiting the generality of the foregoing, the Warrants may not be assigned,
transferred (except as provided above), 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 these Warrants contrary to the
provisions hereof shall be without legal effect.
56. Restrictive Legend. Each certificate for Shares issued upon exercise
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of the Warrant shall bear a legend stating that they have not been registered
under the Securities Act of 1933 or any state securities laws and referring to
the restrictions on transferability and sale herein.
57. Mandatory Exercise; Termination.
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(a) The Company or the Bank may be required to increase its capital to
meet capital requirements imposed by statute, rule, regulation, or
guideline. In order to achieve such capital increase, the
Regulatory Agencies may direct the Company to require the Warrant
Holders to either (i) exercise all or part of their Warrants or
(ii) allow the Warrants to be terminated. If the Regulatory
Agencies so direct the Company, then the Warrant Holder must
exercise or forfeit the Warrants as set forth below.
(b) When the Company or the Bank is required to increase its capital
as described in subsection (a) above, the Company shall send a
notice (the
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"Notice") to the Warrant Holder (i) specifying the number of
Shares relating to the Warrants for which the Warrants must be
exercised (the "Number") (if less than all shares relating to
warrants held by all holders of warrants of the Company under
agreements substantially similar to this one are required by the
Company to be exercised or canceled, the Number for the Warrant
Holder shall reflect a proportionate allocation based on the
number of Shares subject to this Agreement as compared to the
total number of shares subject to warrants held by all such
warrant holders as a group); (ii) specifying the date prior to
which the Warrants must be totally or partially exercised, as the
case may be (the "Deadline"); (iii) specifying the Exercise Price
for the Shares to be purchased pursuant to the Warrants (such
Exercise Price not to be less than current book value per share);
and (iv) stating that the failure of the Warrant holder to
exercise the Warrants shall result in their automatic termination.
(c) If the Warrant holder does not exercise the Warrants pursuant to
the terms of the Notice, this Agreement shall be automatically
terminated on the Deadline, without further act or action by the
Warrant Holder or the Company, and the Warrant Holder shall
deliver this Agreement to the Company for cancellation. If the
Number is less than the total number of Shares that are then
subject to exercise under this Agreement, the Company shall issue
a new Stock Warrant Agreement in compliance with Section 1(e)
hereof.
58. Covenants of the Company. During the term of the Warrants, the
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Company shall:
(a) at all times authorize, reserve and keep available, solely for
issuance upon exercise of this Warrant, sufficient shares of
common stock from time to time issuable upon exercise of this
Warrant;
(b) on receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and, in
the case of loss, theft, or destruction, on delivery of any
indemnity agreement or bond reasonably satisfactory in form and
amount to the Company or, in the case of mutilation, on surrender
and cancellation of this Warrant, at its expense execute and
deliver, in lieu of this Warrant, a new Warrant of like tenor; and
(c) on surrender for exchange of this Warrant or any Warrant
substituted therefor pursuant hereto, properly endorsed, to the
Company, at its expense, issue and deliver to or on the order of
the holder thereof a new Warrant or Warrants of like tenor, in the
name of such holder or as such
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holder (on payment by such holder of any applicable transfer
taxes) may direct, calling in the aggregate on the face or faces
thereof for the issuances of the number of shares of Common Stock
issuable pursuant to the terms of the Warrant or Warrants so
surrendered.
59. No Dilution or Impairment. The Company shall not amend its
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Certificate of Incorporation or participate in any reorganization, transfer of
assets, consolidation, merger, dissolution, issuance or sale of securities or
any other voluntary action for the purpose of avoiding or seeking to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in carrying
out all such action as may be reasonably necessary in order to protect the
exercise rights of the holder against improper dilution or other impairment.
60. Amendment. Neither this Agreement nor the rights granted hereunder
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may be amended, changed or waived except in writing signed by each party hereto.
IN WITNESS WHEREOF, the Company has executed and the holder has accepted
this Stock Warrant Agreement as of the date and year first above written.
UNITY HOLDINGS, INC.
By:____________________________________
President
(CORPORATE SEAL) Attest:__________________________________
Secretary
WARRANT HOLDER:
By:_____________________________________
Signature
_______________________________________
Print Name
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