THIS AGREEMENT is made and entered into as of this ____ day of _____________, 1999, by and between
CHEROKEE BANKING COMPANY, a Georgia corporation (the "Company"), and
_________________________ ("Warrant Holder").
W I T N E S S E T H
WHEREAS, Warrant Holder has served as an organizer in the formation of the Company and the formation and
establishment of Cherokee Bank, NA (the "Bank"), a wholly-owned subsidiary of the Company; and
WHEREAS, Warrant Holder has purchased ________ shares of the Company's common stock, no par value
(the "Common Stock"), at a price of $10.00 per share; and
WHEREAS, Warrant Holder will provide services to the Company as a director of the Company; and
WHEREAS, the Company, in recognition of the financial risk undertaken by Warrant Holder in organizing the
Company and the Bank, desires to provide Warrant Holder with the right to acquire at least the same number of
shares of the Company's Common Stock as Warrant Holder purchased in the Company's initial offering of
Common Stock, including any additional shares purchased specifically to attain the minimum subscription
requirements of the initial offering.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Grant of Warrant. Subject to the terms, restrictions, limitations and conditions stated herein, the Company
hereby grants to Warrant Holder a warrant (the "Warrant") to purchase all or any part of an aggregate of
_______________ (_____) shares of the Common Stock, subject to adjustment in accordance with
Section 7 hereof.
(a) The term for the exercise of the Warrant begins at 9:00 a.m., Eastern Time, on the first anniversary of the date
that the Company first issues its common stock (the "Issue Date") and ends at 5:00 p.m., Eastern Time, on the
earlier of the tenth anniversary of the Issue Date or 90 days after Warrant Hol