EXHIBIT 99.7
THE WARRANTS MAY NOT BE ASSIGNED OR TRANSFERRED BY THE WARRANT HOLDER, EXCEPT
WITH THE COMPANY'S PRIOR WRITTEN CONSENT IN LIMITED CIRCUMSTANCES AS DESCRIBED
HEREIN, 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.
XXXXX.XXX, INC.
STOCK WARRANT AGREEMENT
JANUARY 22, 2001
WARRANT HOLDER: XXXX XXXXXX NO. OF SHARES: 3,000
THIS IS TO CERTIFY THAT, for good and valuable consideration received,
xxxxx.xxx, Inc. (the "Company"), a Georgia corporation and the holding company
for ebank (the "Bank"), hereby grants to the person identified above as the
Warrant Holder warrants (the "Warrants") to purchase the number of shares of the
Company's common stock (the "Shares") set forth above. Such Warrants are
granted on the following terms and conditions:
1. EXERCISE OF WARRANTS. The Warrants granted in this Agreement may be
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exercised in whole or in part at any time beginning on the date of this
Agreement through the Expiration Date (defined below), subject to the
restrictions and conditions set forth in this Agreement.
(a) EXERCISE PRICE. The exercise price (the "Exercise Price") shall be
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$2.50 per Share.
(b) EXPIRATION OF WARRANT TERM. The Warrants will expire on the earlier of
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5:00 p.m. Eastern Standard Time on the fifth anniversary of the date
of this Agreement, and may not be exercised thereafter (the
"Expiration Date");
(c) PAYMENT. The purchase price for Shares as to which the Warrants are
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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 the Bank.
(d) METHOD OF EXERCISE. The Warrants shall be exercisable by a written
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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 each person entitled to exercise the Warrants and,
if the Warrants are being exercised by any person other than the
original holder thereof, be accompanied by proof satisfactory to
counsel for the Company of the right of each such person to
exercise the Warrants; and
(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 Warrants,
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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) if the
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issuance of the Shares upon such exercise would constitute a violation
of any applicable federal or state securities or banking 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 Office of Thrift
Supervision, the Federal Deposit Insurance Corporation or any other
state or federal banking regulatory agency with regulatory authority
over the operation of Company or the Bank (collectively the
"Regulatory Agencies"). The Company may require representations and
warranties from the Warrant Holder as required to comply with
applicable laws or regulations, including the Securities Act of 1933
and state securities laws.
2. 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.
3. 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 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
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non-assessable, and will be free of restrictions on transfer other than
restrictions under applicable state and federal securities.
4. RESTRICTIONS ON TRANSFERABILITY. The Warrants may not be assigned
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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.
5. 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, 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 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 issuance of the number of shares of
common stock issuable pursuant to the terms of the Warrant or Warrants
so surrendered.
6. COVENANTS OF THE WARRANT HOLDER. The Warrant Holder understands that
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this Warrant and the Common Stock issuable upon exercise of the Warrant may not
be sold, transferred or otherwise disposed of without registration under the
Securities Act of 1933, or an exemption therefrom, that in the absence of an
effective registration statement covering such shares or an available exemption
from registration under the Securities Act of 1933, such shares must be held
indefinitely, and that the certificates representing the Shares will bear a
legend to this effect. In the absence of an effective registration statement
covering the Shares, the Warrant Holder may sell, transfer or otherwise dispose
of the Shares only pursuant to an exemption from the requirements for
registration under the Securities Act of 1933.6.
7. NO DILUTION OR IMPAIRMENT. The Company shall not amend its Articles
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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.
8. 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.
9. NOTICE. The address of record for Warrant Holder maintained by the
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Company for all purposes of this Warrant Agreement and the Shares shall be that
address set forth beneath Warrant
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Holder's signature on this Agreement. Warrant Holder may change his address of
record only by notifying the Company in the manner prescribed herein. All
notices, requests, and other communications required or permitted to be given or
delivered hereunder to either party must be in writing, and shall be personally
delivered, sent by certified or registered mail, postage prepaid or by overnight
courier such as Fedex to such party at the address of record. Any notice under
this Agreement or with respect to the Shares shall be deemed to have been
sufficiently given or served and effective for all purposes when deposited with
the United States Postal Service or overnight courier.
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.
XXXXX.XXX, INC.
By: /s/ Xxxxx X. Box
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Chief Executive Officer
WARRANT HOLDER:
By: /s/ Xxxx Xxxxxx
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Signature
Xxxx Xxxxxx
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Print Name
0000 Xxxx Xxxxxxxxx Xx., XX
Xxxxxxx, XX 00000
(000) 000-0000
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