Exhibit 4.3
FORM OF WARRANT CERTIFICATE
[FRONT PAGE OF WARRANT CERTIFICATE APPEARS BELOW]
Void After 5:00 P.M., Los Angeles, California Time
on January 31, 2008
Certificate Number Registered Warrants
W- Warrants
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CUSIP
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IMPERIAL CREDIT INDUSTRIES, INC.
COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, [NAME OF HOLDER OF WARRANT
CERTIFICATE], the registered holder (the "Holder") of this Common Stock Purchase
Warrant (the "Warrant") or registered assigns, is entitled to purchase from
Imperial Credit Industries, Inc. (the "Company"), at any time until 5:00 p.m. on
January 31, 2008 (the "Expiration Date"), at the Exercise Price of $3.00 per
share (the "Exercise Price"), [NUMBER OF SHARES TO BE ISSUED UPON EXERCISE OF
WARRANT] shares of the Common Stock of the Company (the "Warrant Shares"). Upon
the Expiration Date, all rights evidenced by the Warrant shall cease and the
Warrant shall become void. The number of shares purchasable upon exercise of
this Warrant and the Exercise Price per share shall be subject to adjustment
from time to time as set forth in the Warrant Agreement referred to below.
This Warrant is issued under and in accordance with a Warrant
Agreement, dated as of October 10, 2000, between the Company and the Warrant
Agent and for the benefit of the Holders and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which the Holder of
this Warrant by acceptance hereof consents. The Warrant Agreement is
incorporated herein by reference and made a part hereof and reference is made to
the Warrant Agreement for full description of the rights, limitations of rights,
obligations, duties and immunities of the Warrant Agent, the Company and the
Holder. A copy of the Warrant Agreement may be obtained for inspection by the
Holder upon written request to the Company.
This Warrant may be exercised in whole or in part by presentation of
this Warrant with the Purchase Form on the reverse side hereof duly executed and
simultaneous payment of the Exercise Price (subject to adjustment) at the
principal office of U.S. Stock Transfer Corporation, as the Warrant Agent.
Payment of such price shall be payable at the option of the Holder in cash or by
certified or official bank check or wire transfer. Terms relating to exercise of
the Warrant are set forth more fully in the Warrant Agreement.
This Warrant may be exercised in whole or in part. Upon partial
exercise, a Warrant Certificate for the unexercised portion shall be delivered
to the Holder. No fractional shares will be issued upon the exercise of this
Warrant, nor shall the Company be obligated to issue scrip or pay cash in lieu
of fractional interests, but any fraction equal to or greater than one-half
shall be rounded up to the next full Warrant Share or Warrant, as the case may
be, and any fraction less than one-half shall be eliminated. This Warrant is
transferable as described in the Warrant Agreement at the office of the Warrant
Agent, in the manner and subject to the limitations set forth in the Warrant
Agreement.
The Holder hereof may be treated by the Company, the Warrant Agent and
all other Persons dealing with this Warrant as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented hereby, or
to the transfer hereof on the Warrant Register maintained by the Warrant Agent
for the Company. Any notice to the contrary notwithstanding, and until such
transfer on such Warrant Register, the Company and the Warrant Agent may treat
the Holder hereof as the owner for all purposes.
[ADDITIONAL TEXT OF FRONT PAGE TO FOLLOW]
[TEXT OF FRONT PAGE CONTINUED]
This Warrant does not entitle any Holder hereof to any of the rights of
a stockholder of the Company. This Warrant shall not be valid for any purpose
until countersigned by the Warrant Agent by manual signature of one of its
authorized officers below.
IMPERIAL CREDIT INDUSTRIES, INC. U.S. STOCK TRANSFER CORPORATION
ATTEST:
By: By:
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Name: Authorized Signature
Title:
Dated:
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Dated:
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By:
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Name:
Title:
Dated:
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[BACK PAGE OF WARRANT CERTIFICATE APPEARS BELOW]
UNDER CERTAIN CIRCUMSTANCES, THE WARRANT EVIDENCED BY THIS CERTIFICATE SHALL BE
AUTOMATICALLY REDEEMED BY THE COMPANY AS SET FORTH IN SECTION 3.4 OF THE WARRANT
AGREEMENT.
The following abbreviations, when used in the Inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants
in common
COM PROP -- as community property
UNIF GIFT MIN ACT -- Custodian
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[CUST] [MINOR]
under Uniform Gifts to Minors Act [STATE]
Additional abbreviations may also be used though not in the above list.
PURCHASE FORM
[To be executed upon exercise of Warrant at any time prior to the
Expiration Date]
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
__________________ shares of the stock provided for therein, and tenders
herewith payment of the Exercise Price in full in the form of cash or by
certified check, cashier's check or money order in the amount of
_____________________, payable in United States currency to the order of the
Company. (In the case of any partial exercise of this Warrant, the exercise
shall be for a whole number of Warrant Shares only.)
The undersigned requests that certificates for such shares be issued in
the name of:
Name:
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Address:
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City, State and Zip Code:
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Taxpayer Identification or Social Security Number:
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Dated:
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Dated: Signature:
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Note: The above signature must
correspond with the name as written upon
the face of this Warrant Certificate in
every particular, without alteration or
enlargement or any change whatever.
[ADDITIONAL TEXT OF BACK PAGE TO FOLLOW]
[TEXT OF BACK PAGE CONTINUED]
Signature Guaranteed:
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The signature(s) should be guaranteed by an
eligible guarantor institution (banks,
stock brokers, savings and loan
associations and credit unions with
membership in an approved signature
guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
ASSIGNMENT OF WARRANTS
For value received, _______________________ hereby sells, assigns and
transfers unto ___________________ the within Warrant Certificate issued by
Imperial Credit Industries, Inc., together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_____________________ attorney, to transfer said Warrant Certificate on the
books of the within-named Company, with full power of substitution in the
premises.
Dated: Signature:
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Note: The above signature must
correspond with the name as written upon
the face of this Warrant Certificate in
every particular, without alteration or
enlargement or any change whatever.
Signature Guaranteed:
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The signature(s) should be guaranteed by an
eligible guarantor institution (banks,
stock brokers, savings and loan
associations and credit unions with
membership in an approved signature
guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.