FORM OF WARRANT AGREEMENT
This WARRANT AGREEMENT, dated as of November 5, 1996, is made and
entered into by and among MONARCH BANCORP, a California corporation (the
"Bancorp"), and _____________ ("_________"), with reference to the following
facts:
WHEREAS, the Bancorp completed a private offering to certain
accredited investors (the "1995 Private Offering") pursuant to a certain
Private Placement Memorandum (the "1995 Private Placement Memorandum");
WHEREAS, the Bancorp completed a rights and public offering (the
"1995 Public Offering") pursuant to that certain Offering Circular dated July
14, 1996 (the "Public Offering Circular").
WHEREAS, the Bancorp has retained Belle Plaine Partners, Inc., a
Delaware corporation ("BP Partners"), to act as the Bancorp's financial
advisor with respect to the Public Offering;
WHEREAS, the Bancorp has agreed to issue to BP Partners, or its
directors, officers or stockholders, warrants to purchase shares of Common
Stock equal to 5% of the issued and outstanding shares of Common Stock as of
the closing of the Offering, as defined in the Offering Circular, and
___________ is a stockholder, officer, director, or beneficiary of a trust
which is a stockholder of BP Partners;
WHEREAS, if the Bancorp has to increase its authorized shares of
Common Stock in order to issue all of the Warrants to BP Partners, or a
stockholder, officer, director, or beneficiary of a trust which is a
stockholder of BP Partners, the Bancorp shall issue all of the Warrants to BP
Partners, or a stockholder, officer, director, or beneficiary of a trust
which is a stockholder of BP Partners, upon the later of either the closing
of the Offering or the completion of the Bancorp's increase of its authorized
shares of Common Stock in order to issue all of the Warrants to BP Partners,
or a stockholder, officer, director, or beneficiary of a trust which is a
stockholder of BP Partners;
NOW, THEREFORE, in consideration of the foregoing and of the
representations, warranties, covenants, agreements and conditions contained
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:
SECTION 1. CERTAIN DEFINITIONS.
For the purposes of this Agreement,
(a) "CLOSING PRICE" means the average of the closing bid
and asked prices of a share of Common Stock as reported by the Bancorp's
principal market maker, or if the Bancorp does not have a principal market
maker, book value per share of Common Stock as of the last business day of
the previous calendar month.
(b) "COMMON STOCK EQUIVALENTS" means securities that are
convertible into or exercisable for shares of Common Stock.
(c) "EXERCISE PERIOD" means the period during which the
Warrants may be exercised.
(d) "EXERCISE PRICE" has the meaning specified in Section
4.1(b) hereof.
(e) "EXPIRATION DATE" has the meaning specified in Section
4.1(a) hereof.
(f) "WARRANTS" means this Warrant and all other Warrants
issued pursuant to the terms of the Financial Advisor Agreement.
(g) "WARRANT CERTIFICATE" has the meaning specified in
Section 2.1 hereof.
(h) "WARRANT SHARES" means the Common Stock and "WARRANT
SHARE" means one share of Common Stock purchased or purchasable upon exercise
of the Warrants.
SECTION 2. FORM OF WARRANT CERTIFICATE; PURCHASE PRICE.
2.1 The certificates evidencing the Warrants (the "Warrant
Certificates") (and the forms of election to purchase Warrant Shares and of
assignment to be printed on the reverse thereof) shall be substantially in
the form set forth in Exhibit A hereto and may have such letters, numbers or
other marks of identification or designation and such legends, summaries or
endorsements printed, lithographed or engraved thereon as the Bancorp may
deem appropriate and as are not inconsistent with the provisions of this
Agreement or the Financial Advisor Agreement, or as may be required to comply
with any law or with any rule or regulation made pursuant thereto.
2.2 Each Warrant shall entitle the holder thereof to purchase
one (1) Warrant Share upon the exercise thereof at the applicable Exercise
Price subject to adjustment as provided in Section 10 hereof during the time
period specified in Section 4 hereof and subject to the limitations specified
in Section 12a hereof; PROVIDED, HOWEVER, that the Warrants are exercisable
only for whole shares; cash will be paid in lieu of fractional shares in
accordance with Section 4.3. Each Warrant Certificate shall be executed on
behalf of the Bancorp by the manual or facsimile signature of the present or
any future President or any authorized officer of the Bancorp, under its
corporate seal, affixed or in facsimile, attested by the manual or facsimile
signature of the present or any future Secretary or Assistant Secretary of
the Bancorp. Warrants shall be dated as of the date of their initial issuance.
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SECTION 3. REGISTRATION AND COUNTERSIGNATURE.
Prior to due presentment for registration or transfer of the Warrant
Certificates, the Bancorp may deem and treat the registered holder thereof as
the absolute owner of the Warrant Certificates (notwithstanding any notation
of ownership or other writing thereon made by anyone other than the Bancorp),
for the purpose of any exercise thereof and for all other purposes, and the
Bancorp shall not be affected by any notice to the contrary.
SECTION 4. DURATION AND EXERCISE OF WARRANTS.
4.1 (a) The Warrants may be exercised on or after September
30, 1995, at any time or from time to time and will expire at 5:00 P.M., Los
Angeles time, on September 30, 2000 (the "Expiration Date"). On the
Expiration Date, all rights evidenced by the Warrants shall cease and the
Warrants shall become void.
(b) Subject to the provisions of this Agreement, the
registered holder of each Warrant shall have the right to purchase from the
Bancorp (and the Bancorp shall issue and sell to such registered holder) the
number of fully paid and nonassessable Warrant Shares set forth on such
holder's Warrant Certificate (or such number of Warrant Shares as may result
from adjustments made from time to time as provided in this Agreement), at
the price of $1.62 per Warrant Share in lawful money of the United States of
America (such exercise price per Warrant Share, as adjusted from time to time
as provided herein, being referred to herein as the "Exercise Price"), upon
(i) surrender of the Warrant Certificate to the Bancorp at the Bancorp's
principal office in Laguna Niguel, California with the exercise form on the
reverse thereof duly completed and signed by the registered holder or holders
thereof, and (ii) payment by wire transfer or other immediately available
funds, in lawful money of the United States of America, of the Exercise Price
for the Warrant Shares in respect of which such Warrant is then exercised.
Upon surrender of the Warrant Certificate, and payment of the Exercise Price
as provided above, the Bancorp shall issue and cause to be delivered to or
upon the written order of the registered holder of such Warrants and in such
name or names as such registered holder may designate, a certificate or
certificates for the number of Warrant Shares so purchased upon the exercise
of such Warrants, together with payment in respect of any fraction of a
Warrant Share issuable upon such surrender pursuant to Section 4.3 hereof.
Upon the exercise of any Warrant, the Bancorp may require the registered
holder of any Warrant or the party or parties in whose name or names the
certificate or certificates for the Warrant Shares to be so purchased upon
exercise of such Warrant will be issued to make such representations, and may
place such legends on certificates representing the Warrant Shares, as may be
reasonably required in the opinion of counsel to the Bancorp to permit the
Warrant Shares to be issued without the prior written consent of the
California Department of Corporations.
(c) Each person in whose name any certificate for Warrant
Shares is issued upon the exercise of Warrants shall for all purposes be
deemed to have become the holder of record of the Warrant Shares represented
thereby, and such certificate shall be dated the date
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upon which the Warrant Certificate evidencing such Warrants was duly
surrendered and payment of the Exercise Price (and any applicable transfer
taxes pursuant to Section 5 hereof) was made; PROVIDED, HOWEVER, that if the
date of such surrender and payment is a date upon which the Common Stock
transfer books of the Bancorp are closed, such person shall be deemed to have
become the record holder of such Warrant Shares on, and such certificate
shall be dated, the next succeeding business day on which the Common Stock
transfer books of the Bancorp are open.
(d) In addition, the holder of any Warrant shall have the
right upon the exercise of such Warrant to surrender for cancellation a
portion of such Warrant to the Bancorp for the number of shares (the
"Surrendered Shares") specified in the holder's notice of exercise, by
delivery to the Bancorp with such exercise notice, written instructions from
such holder to apply the Appreciated Value (as defined below) of the
Surrendered Shares toward payment of the Exercise Price for shares subject to
such Warrant that are being acquired upon such exercise. The term
"Appreciated Value" shall mean the excess of the Closing Price at the time of
such exercise over the Exercise Price.
4.2 In the event that less than all of the Warrants represented by
a Warrant Certificate are exercised on or prior to the Expiration Date, a new
Warrant Certificate, duly executed by the Bancorp, will be issued for the
remaining number of Warrants exercisable pursuant to the Warrant Certificate
so surrendered, and the Bancorp shall deliver the required new Warrant
Certificate pursuant to the provisions of this Section 4.
4.3 No fractional shares of Common Stock or scrip shall be issued
to any holder in connection with the exercise of a Warrant. Instead of any
fractional shares of Common Stock that would otherwise be issuable to such
holder, the Bancorp will pay to such holder a cash adjustment in respect of
such fractional interest in an amount equal to that fractional interest of
the then current Closing Price per share of Common Stock.
4.4 The number of Warrant Shares to be received upon the exercise
of a Warrant and the price to be paid for Warrant Share are subject to
adjustment from time to time as hereinafter set forth.
SECTION 5. PAYMENT OF TAXES
The Bancorp will pay all documentary stamp taxes attributable to the
original issuance of the Warrants and of the Warrant Shares issuable upon the
exercise of Warrants; PROVIDED, HOWEVER, that the Bancorp shall not be
required to (a) pay any tax which may be payable in respect of any transfer
involving the transfer and delivery of Warrant Certificates or the issuance
or delivery of certificates for Warrant Shares in a name other than that of
the registered holder of the Warrant Certificate surrendered upon the
exercise of a Warrant or (b) issue or deliver any certificate for Warrant
Shares upon the exercise of any Warrants until any such tax required to be
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paid under clause (a) shall have been paid, all such tax being payable by the
holder of such Warrant at the time of surrender.
SECTION 6. MUTILATED OR MISSING WARRANTS.
In case any of the Warrants shall be mutilated, lost, stolen or
destroyed, the Bancorp may in its discretion issue and deliver in exchange
and substitution for and upon cancellation of, the mutilated Warrant
Certificate, or in substitution for the lost, stolen or destroyed Warrant
Certificate, a new Warrant Certificate of like tenor evidencing the number of
Warrant Shares purchasable upon exercise of the Warrant Certificate so
mutilated, lost, stolen or destroyed, but only upon receipt of evidence
satisfactory to the Bancorp of such loss, theft or destruction of such
Warrant Certificate and an indemnity, if requested, reasonably satisfactory
to it, provided that no indemnity will be requested from __________, any
partner of _________ or any family member or trust for the benefit of any
family member of any partner of _________. Applicants for such substitute
Warrant Certificate shall also comply with such other reasonable regulations
and pay such other reasonable charges as the Bancorp may prescribe. Any such
new Warrant Certificate shall constitute an original contractual obligation
of the Bancorp, whether or not the allegedly lost, stolen, mutilated or
destroyed Warrant Certificate shall be at any time enforceable by anyone.
SECTION 7. RESERVATION OF WARRANT SHARES.
The Bancorp shall increase its authorized shares of Common Stock so
as to allow the issuance of all of the Warrant Shares and upon completion of
such increase, the Bancorp shall at all times reserve for issuance and
delivery upon exercise of the Warrants, such number of Warrant Shares or
other shares of capital stock of the Bancorp from time to time issuable upon
exercise of the Warrants. All such shares shall be duly authorized and, when
issued upon such exercise, shall be validly issued, fully paid and free and
clear of all liens, security interests, charges and other encumbrances and
free and clear of all preemptive rights. After 5:00 P.M., Los Angeles time,
on the Expiration Date, no shares of Common Stock shall be subject to
reservation in respect of such Warrants.
SECTION 8. RESTRICTIONS ON TRANSFER.
Neither the Warrants nor the Warrant Shares may be disposed of,
transferred or encumbered (any such action, a "Transfer") other than by will
or pursuant to the laws of descent and distribution, except to a partner of
BP Partners when BP Partners is a partnership or to a stockholder, officer or
director of BP Partners or beneficiary of a trust which is a stockholder of
BP Partners when BP Partners is a corporation; however, after one year from
the date of issuance of the Warrants a Transfer may occur providing the
Warrants are exercised immediately upon such Transfer. If not exercised
immediately upon a Transfer, the Warrants shall lapse. In addition, either
the exercise of the Warrants, or the resale, transfer and assignment of the
Warrant Shares is prohibited for a period of at least one year from the date
of issuance of the Warrants.
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SECTION 9. RIGHTS OF WARRANT CERTIFICATE HOLDER.
The holder of any Warrant Certificate or Warrant shall not, by
virtue thereof, be entitled to any rights of a stockholder of the Bancorp,
either at law or in equity, and the rights of the holder are limited to those
expressed in this Agreement.
SECTION 10. ANTIDILUTION PROVISIONS.
The Exercise Price and the number of Warrant Shares that may be
purchased upon the exercise of a Warrant and the number of Warrants
outstanding will be subject to change or adjustment as follows:
(a) STOCK DIVIDENDS AND STOCK SPLITS. If at any time
after the date of issuance of the Warrants and before 5:00 P.M., Los Angeles
time, on the Expiration Date, (i) the Bancorp shall fix a record date for the
issuance of any dividend payable in shares of its capital stock or (ii) the
number of shares of Common Stock shall have been increased by a subdivision
or split-up of shares of Common Stock, then, on the record date fixed for the
determination of holders of Common Stock entitled to receive such dividend or
immediately after the effective date of such subdivision or split-up, as the
case may be, the number of shares to be delivered upon exercise of any
Warrant will be appropriately increased so that each holder thereafter will
be entitled to receive the number of shares of Common Stock that such holder
would have owned immediately following such action had the Warrant been
exercised immediately prior thereto, and the Exercise Price will be
appropriately adjusted. The time of occurrence of an event giving rise to an
adjustment made pursuant to this Section 10(a) shall, in the case of a
subdivision or split-up, be the effective date thereof and shall, in the case
of a stock dividend, be the record date thereof.
(b) COMBINATION OF STOCK. If the number of shares of
Common Stock outstanding at any time after the date of the issuance of the
Warrants and before 5:00 P.M., Los Angeles time, on the Expiration Date shall
have been decreased by a combination of the outstanding shares of Common
Stock, then, immediately after the effective date of such combination, the
number of shares of Common Stock to be delivered upon exercise of any Warrant
will be appropriately decreased so that each holder thereafter will be
entitled to receive the number of shares of Common Stock that such holder
would have owned immediately following such action had the Warrant been
exercised immediately prior thereto, and the Exercise Price will be
appropriately adjusted.
(c) REORGANIZATION. If any capital reorganization of the
Bancorp, or any reclassification of the Common Stock, or any consolidation of
the Bancorp with or merger of the Bancorp with or into any other corporation
or any sale, lease or other transfer of all or substantially all of the
assets of the Bancorp to any other person (including any individual,
partnership, joint venture, corporation, trust or group thereof) shall be
effected in such a way that the holders of the Common Stock shall be entitled
to receive stock, securities or assets with
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respect to or in exchange for Common Stock, then, upon exercise of the
Warrants in accordance with the terms of this Agreement and the Warrant
Certificate, each holder shall have the right to receive the kind and amount
of stock, securities or assets receivable upon such reorganization,
reclassification, consolidation, merger or sale, lease or other transfer by a
holder of the number of shares of Common Stock that such Warrant holder would
have been entitled to receive upon exercise of the Warrants pursuant to
Section 2 hereof had the Warrants been exercised immediately prior to such
reorganization, reclassification, consolidation, merger or sale, lease or
other transfer.
(d) SPECIAL DIVIDENDS. If (other than in a dissolution or
liquidation) securities of the Bancorp (other than shares of Common Stock or
securities issued pursuant to any Rights Offering, as defined in the Offering
Circular, or any similar plan of the Bancorp), or assets (other than cash)
are issued by the way of a dividend on outstanding shares of Common Stock,
then the Exercise Price shall be adjusted so that immediately after the date
fixed by the Bancorp as the record date in respect of such issuance, it shall
equal the price determined by multiplying the Exercise Price in effect
immediately prior to the close of business on the record date for the
determination of the share holders entitled to receive such dividend by a
fraction, the numerator of which shall be the Closing Price on such record
date less the then fair market value of the portion of the securities or
assets distributed applicable to one share of Common Stock determined by the
Board of Directors of the Bancorp, whose determination shall be conclusive,
and the denominator of which shall be such Closing Price. Such adjustment
shall become effective immediately prior to the opening of business on the
day following such record date.
(e) NO ADJUSTMENTS TO EXERCISE PRICE. No adjustment in
the Exercise Price in accordance with the provisions of paragraphs (a), (b),
(c) or (d) above need be made if such adjustment would amount to a change in
such Exercise Price of less than $.01; PROVIDED, HOWEVER, that the amount by
which any adjustment is not made by reason of the provisions of this section
shall be carried forward and taken into account at the time of any subsequent
adjustment in the Exercise Price.
(f) READJUSTMENT, ETC. If an adjustment is made under
paragraph (a), (b), (c) or (d) above, and the event to which the adjustment
relates does not occur, then any adjustments in the Exercise Price or Warrant
Shares that were made in accordance with such paragraphs shall be adjusted
back to the Exercise Price and the number of Warrant Shares that were in
effect immediately prior to the record date for such event.
(g) NO ADJUSTMENTS FOR REGULAR CASH DIVIDENDS. There
shall be no adjustment in the Exercise Price as result of any cash dividends
paid out of earnings for the year in which such dividends are paid in respect
of the Common Stock during the Exercise Period.
SECTION 11. OFFICER'S CERTIFICATE.
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Whenever the number of Warrant Shares that may be purchased upon
exercise of the Warrants is adjusted as required by the provisions of this
Agreement, the Bancorp will forthwith file in the custody of its Secretary or
an Assistant Secretary at its principal office an officer's certificate
showing the adjusted number of Warrant Shares that may be purchased upon
exercise of the Warrants and the adjusted Exercise Price (if any), determined
as herein provided, setting forth in reasonable detail the facts requiring
such adjustment and the manner of computing such adjustment. Each such
officer's certificate shall be made available at all reasonable times for
inspection by the holder. The Bancorp shall, forthwith after each such
adjustment, cause a copy of such certificate to be mailed to the holder.
SECTION 12. LIMITATIONS ON EXERCISABILITY OF WARRANTS.
12.1 Notwithstanding anything to the contrary contained herein, the
Bancorp may decline to issue any shares of Common Stock upon a requested
exercise of any Warrant if, in the Bancorp's reasonable determination based
on an opinion of the Bancorp's counsel, the holder desiring to exercise such
Warrant is required to obtain prior clearance, approval or nondisapproval
from any state or federal regulatory authority to acquire such shares and has
not, prior to the date of requested exercise, provided evidence of such
clearance, approval or nondisapproval to the Bancorp. In the event the
Bancorp declines to issue any shares of Common Stock upon a requested
exercise of any Warrant pursuant to the provisions of this Section 12.1, the
Bancorp shall use its best efforts to obtain any clearance or approval which
is required for the Bancorp to so issue such shares. In the event the Bancorp
has not obtained such clearance or approval within 60 days after the exercise
of any Warrant has been requested, the Bancorp shall, if so requested by the
holder of such Warrant, pay to such holder the Appreciated Value with respect
to the shares which such holder was not able to purchase upon such exercise.
SECTION 13. AVAILABILITY OF INFORMATION.
The Bancorp will comply with all applicable periodic public information
reporting requirements of the Securities Exchange Act of 1934 and the
California Corporations Code to which it may from time to time be subject.
SECTION 14. SUCCESSORS.
All covenants and provisions of this Agreement by or for the benefit of
the Bancorp or the holders of the Warrants shall bind and inure to the
benefit of their respective successors, assigns, heirs and personal
representatives.
SECTION 15. TERMINATION.
This Agreement shall terminate at 5:00 P.M., Los Angeles time, on the
Expiration Date or upon such earlier date on which all Warrants have been
exercised.
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SECTION 16. COUNTERPARTS.
This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same agreement.
SECTION 17. HEADINGS.
The headings of sections of this Agreement have been inserted for
convenience of reference only, are not to be considered a part hereof and
shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 18. AMENDMENTS.
This Agreement may be amended by the written consent of the Bancorp and
the affirmative vote or the written consent of the holders of not less than a
majority in interest of the then outstanding Warrants; PROVIDED, HOWEVER,
that, except as expressly provided herein, this Agreement may not be amended
to change (a) the Exercise Price, (b) the Exercise Period, (c) the number or
type of securities to be issued upon the exercise of the Warrants, or (d) the
provisions of this Section 19, without the consent of each holder of the
Warrants so affected.
SECTION 19. NOTICES.
Any notice pursuant to this Agreement to be given by the registered
holder of any Warrant to the Bancorp shall be sufficiently given if sent by
first-class mail, postage prepaid, addressed as follows:
Monarch Bancorp
30000 Town Center Drive
Laguna Niguel, California 92677
Attention: Chief Executive Officer
SECTION 20. BENEFITS OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to give any person or
corporation, other than the Bancorp and the registered holders of the Warrant
Certificates, any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of
the Bancorp and the registered holders of the Warrants.
SECTION 21. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the first date written above.
MONARCH BANCORP
By:_________________________________
Name: Hugh S. Smith, Jr.
Title: Chairman of the Board and Chief
Executive Officer
____________________________________
[Warrantholder]
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VOID AFTER 5:00 P.M., LOS ANGELES TIME,
ON SEPTEMBER 30, 2000
NO. __ ______ WARRANTS
MONARCH BANCORP
WARRANTS TO PURCHASE SHARES OF COMMON STOCK
THIS CERTIFIES THAT, FOR VALUE RECEIVED, ________________ ("the
Warrantholder") or his registered assigns, is the registered holder of the
number of Warrants (the "Warrants") set forth above. Each Warrant entities
the holder thereof to purchase from Monarch Bancorp, a California corporation
(the "Bancorp"), subject to the terms and conditions set forth hereinafter
and in the Warrant Agreement hereinafter referred to, one fully paid share of
Common Stock, no par value, of the Bancorp (the "Common Stock"). The Warrants
may be exercised on or after September 30, 1995 at any time or from time to
time and will expire at 5:00 P.M., Los Angeles time, on September 30, 2000
(the "Expiration Date"). Upon the Expiration Date, all rights evidenced by
the Warrants shall cease and the Warrants shall become void. Subject to the
provisions of the Warrant Agreement, the holder of each Warrant shall have
the right to purchase from the Bancorp until the Expiration Date (and the
Bancorp shall issue and sell to such holder of a Warrant) one fully paid
share of Common Stock (a "Warrant Share") at an exercise price (the "Exercise
Price") of $1.62 per share upon surrender of this Warrant Certificate to the
Bancorp at the Bancorp's offices in Laguna Niguel with the form of election
to purchase appearing on this Warrant Certificate duly completed and signed,
together with payment of the Exercise Price by wire transfer or other
immediately available funds.
The Exercise Price and the number of Warrant Shares for which the
Warrants are exercisable are subject to change or adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.
REFERENCE IS MADE TO THE PROVISIONS OF THIS WARRANT CERTIFICATE SET
FORTH BELOW, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS CERTIFICATE.
This Warrant shall be governed by and construed in accordance with
the laws of the State of California.
IN WITNESS WHEREOF, the Bancorp has caused this Warrant Certificate
to be executed by its duly authorized officers.
DATED: November 5, 1996 MONARCH BANCORP
By:________________________________
Name: Hugh S. Smith, Jr.
Title: Chairman of the Board and
Chief Executive Officer
ATTEST:
________________________________
Arnold Hahn, Corporate Secretary
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This Warrant Certificate is subject to all of the terms and
conditions of the Warrant Agreement, dated as of November 5, 1996 (the
"Warrant Agreement"), between the Bancorp and ___________, to all of which
terms and conditions the registered holder of the Warrant consents by
acceptance hereof. The Warrant Agreement is incorporated herein by reference
and made a part hereof and reference is made to the Warrant Agreement for a
full description of the rights, limitations of rights, obligations, duties
and immunities of the Bancorp and the registered holders of Warrant
Certificates. Copies of the Warrant Agreement are available for inspection at
the offices of the Bancorp or may be obtained upon written request addressed
to the Bancorp at its offices in Laguna Niguel, California.
The Bancorp shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractional shares, but shall
make adjustment therefor in cash on the basis of the current market value of
any fractional interest as provided in the Warrant Agreement.
If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon
surrender hereof another Warrant Certificate or Certificates evidencing the
number of Warrants not so exercised.
The holder of this Warrant Certificate shall not, by virtue hereof,
be entitled to any of the rights of a stockholder in the Bancorp, either at
law or in equity, and the rights of the holder are limited to those expressed
in the Warrant Agreement.
If this Warrant Certificate shall be surrendered for exercise within
any period during which the transfer books for the Bancorp's Common Stock are
closed for any purpose, the Bancorp shall not be required to make delivery of
certificates for shares purchasable upon such transfer until the date of the
reopening of said transfer books.
Every holder of this Warrant Certificate, by accepting the same,
consents and agrees with the Bancorp and with every other holder of a Warrant
Certificate that:
(a) this Warrant Certificate is transferable on the
registry books of the Bancorp only upon the terms and
conditions set forth in the Warrant Agreement; and
(b) the Bancorp may deem and treat the person in whose
name this Warrant Certificate is registered as the
absolute owner hereof (notwithstanding any notation
of ownership or other writing hereon made by anyone
other than the Bancorp) for all purposes whatever and
the Bancorp shall not be affected by any notice to
the contrary.
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
UNIF GIFT MIN ACT -
___________ Custodian __________ under Uniform Gifts to Minors Act______________
(Cust) (Minor) (State)
Additional abbreviations may also be used though not in the above list.
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Deliver to: Monarch Bancorp
30000 Town Center Drive
Laguna Niguel, California 92677
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ELECTION TO PURCHASE
Dated: _________________, 19___
The undersigned hereby irrevocably exercises this Warrant to
purchase ______ shares of Common Stock and herewith makes payment of
$________________ in payment of the Exercise Price thereof on the terms and
conditions specified in this Warrant Certificate, surrenders this Warrant
Certificate and all right, title and interest herein to the Bancorp and
directs that the Warrant Shares deliverable upon the exercise of such
Warrants be registered in the name and at the address specified below and
delivered thereto.
Name:__________________________________________________________________
(Please Print)
Address:_______________________________________________________________
City, State and Zip Code:______________________________________________
If such number of Warrant Shares is less than the aggregate number
if Warrant Shares purchasable hereunder, the undersigned requests that a new
Warrant Certificate representing the balance of such Warrant Shares to be
registered in the name and at the address specified below and delivered
thereto.
Name:__________________________________________________________________
(Please Print)
Address:_______________________________________________________________
City, State and Zip Code:______________________________________________
Taxpayer Identification or Social Security Number:_____________________
Signature:__________________________________________________
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 whatsoever.
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FORM OF WARRANT AGREEMENT
This WARRANT AGREEMENT, dated as of November 5, 1996, is made and
entered into by and among MONARCH BANCORP, a California corporation (the
"Bancorp"), and ___________________ (the "Warrantholder"), with reference to the
following facts:
WHEREAS, the Bancorp completed a private offering to certain accredited
investors (the "1996 Private Offering") pursuant to a certain Private Placement
Memorandum (the "1996 Private Placement Memorandum");
WHEREAS, the Bancorp completed a rights and public offering (the "1995
Public Offering") pursuant to that certain Offering Circular dated July 14, 1996
(the "Public Offering Circular").
WHEREAS, the Bancorp has agreed to issue to Belle Plaine Financial, LLC
("BP Financial"), or its stockholders, warrants to purchase shares of Common
Stock, equal to 3% of the shares sold in the 1996 Private Offering;
WHEREAS, if the Bancorp has to increase its authorized shares of Common
Stock in order to issue all of the Warrants to BP Financial or its stockholders,
the Bancorp shall issue all of the Warrants to BP Financial or its stockholders
upon the later of either the closing of the Offering or the completion of the
Bancorp's increase of its authorized shares of Common Stock in order to issue
all of the Warrants to BP Financial or its stockholders;
NOW, THEREFORE, in consideration of the foregoing and of the
representations, warranties, covenants, agreements and conditions contained
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:
SECTION 1. CERTAIN DEFINITIONS.
For the purposes of this Agreement,
(a) "CLOSING PRICE" means the average of the closing bid
and asked prices of a share of Common Stock as reported by the Bancorp's
principal market maker, or if the Bancorp does not have a principal market
maker, book value per share of Common Stock as of the last business day of
the previous calendar month.
(b) "COMMON STOCK EQUIVALENTS" means securities that are
convertible into or exercisable for shares of Common Stock.
(c) "EXERCISE PERIOD" means the period during which the
Warrants may be exercised.
(d) "EXERCISE PRICE" has the meaning specified in Section
4.1(b) hereof.
(e) "EXPIRATION DATE" has the meaning specified in Section
4.1(a) hereof.
(f) "WARRANTS" means this Warrant and all other Warrants
issued pursuant to the terms of the Financial Advisor Agreement.
(g) "WARRANT CERTIFICATE" has the meaning specified in
Section 2.1 hereof.
(h) "WARRANT SHARES" means the Common Stock and "WARRANT
SHARE" means one share of Common Stock purchased or purchasable upon exercise
of the Warrants.
SECTION 2. FORM OF WARRANT CERTIFICATE; PURCHASE PRICE.
2.1 The certificates evidencing the Warrants (the "Warrant
Certificates") (and the forms of election to purchase Warrant Shares and of
assignment to be printed on the reverse thereof) shall be substantially in
the form set forth in Exhibit A hereto and may have such letters, numbers or
other marks of identification or designation and such legends, summaries or
endorsements printed, lithographed or engraved thereon as the Bancorp may
deem appropriate and as are not inconsistent with the provisions of this
Agreement or the Financial Advisor Agreement, or as may be required to comply
with any law or with any rule or regulation made pursuant thereto.
2.2 Each Warrant shall entitle the holder thereof to purchase one
(1) Warrant Share upon the exercise thereof at the applicable Exercise Price
subject to adjustment as provided in Section 10 hereof during the time period
specified in Section 4 hereof and subject to the limitations specified in
Section 12a hereof; PROVIDED, HOWEVER, that the Warrants are exercisable only
for whole shares; cash will be paid in lieu of fractional shares in
accordance with Section 4.3. Each Warrant Certificate shall be executed on
behalf of the Bancorp by the manual or facsimile signature of the present or
any future President or any authorized officer of the Bancorp, under its
corporate seal, affixed or in facsimile, attested by the manual or facsimile
signature of the present or any future Secretary or Assistant Secretary of
the Bancorp. Warrants shall be dated as of the date of their initial issuance.
SECTION 3. REGISTRATION AND COUNTERSIGNATURE.
Prior to due presentment for registration or transfer of the Warrant
Certificates, the Bancorp may deem and treat the registered holder thereof as
the absolute owner of the Warrant Certificates (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Bancorp), for
the purpose of any exercise thereof and for all other purposes, and the Bancorp
shall not be affected by any notice to the contrary.
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SECTION 4. DURATION AND EXERCISE OF WARRANTS.
4.1 (a) The Warrants may be exercised on or after September 30,
1996, at any time or from time to time and will expire at 5:00 P.M., Los Angeles
time, on September 30, 2001 (the "Expiration Date"). On the Expiration Date, all
rights evidenced by the Warrants shall cease and the Warrants shall become void.
(b) Subject to the provisions of this Agreement, the
registered holder of each Warrant shall have the right to purchase from the
Bancorp (and the Bancorp shall issue and sell to such registered holder) the
number of fully paid and nonassessable Warrant Shares set forth on such holder's
Warrant Certificate (or such number of Warrant Shares as may result from
adjustments made from time to time as provided in this Agreement), at the price
of $1.98 per Warrant Share in lawful money of the United States of America (such
exercise price per Warrant Share, as adjusted from time to time as provided
herein, being referred to herein as the "Exercise Price"), upon (i) surrender of
the Warrant Certificate to the Bancorp at the Bancorp's principal office in
Laguna Niguel, California with the exercise form on the reverse thereof duly
completed and signed by the registered holder or holders thereof, and (ii)
payment by wire transfer or other immediately available funds, in lawful money
of the United States of America, of the Exercise Price for the Warrant Shares in
respect of which such Warrant is then exercised. Upon surrender of the Warrant
Certificate, and payment of the Exercise Price as provided above, the Bancorp
shall issue and cause to be delivered to or upon the written order of the
registered holder of such Warrants and in such name or names as such registered
holder may designate, a certificate or certificates for the number of Warrant
Shares so purchased upon the exercise of such Warrants, together with payment in
respect of any fraction of a Warrant Share issuable upon such surrender pursuant
to Section 4.3 hereof. Upon the exercise of any Warrant, the Bancorp may require
the registered holder of any Warrant or the party or parties in whose name or
names the certificate or certificates for the Warrant Shares to be so purchased
upon exercise of such Warrant will be issued to make such representations, and
may place such legends on certificates representing the Warrant Shares, as may
be reasonably required in the opinion of counsel to the Bancorp to permit the
Warrant Shares to be issued without the prior written consent of the California
Department of Corporations.
(c) Each person in whose name any certificate for Warrant
Shares is issued upon the exercise of Warrants shall for all purposes be deemed
to have become the holder of record of the Warrant Shares represented thereby,
and such certificate shall be dated the date upon which the Warrant Certificate
evidencing such Warrants was duly surrendered and payment of the Exercise Price
(and any applicable transfer taxes pursuant to Section 5 hereof) was made;
PROVIDED, HOWEVER, that if the date of such surrender and payment is a date
upon which the Common Stock transfer books of the Bancorp are closed, such
person shall be deemed to have become the record holder of such Warrant Shares
on, and such certificate shall be dated, the next succeeding business day on
which the Common Stock transfer books of the Bancorp are open.
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(d) In addition, the holder of any Warrant shall have the
right upon the exercise of such Warrant to surrender for cancellation a portion
of such Warrant to the Bancorp for the number of shares (the "Surrendered
Shares") specified in the holder's notice of exercise, by delivery to the
Bancorp with such exercise notice, written instructions from such holder to
apply the Appreciated Value (as defined below) of the Surrendered Shares toward
payment of the Exercise Price for shares subject to such Warrant that are being
acquired upon such exercise. The term "Appreciated Value" shall mean the excess
of the Closing Price at the time of such exercise over the Exercise Price.
4.2 In the event that less than all of the Warrants represented by a
Warrant Certificate are exercised on or prior to the Expiration Date, a new
Warrant Certificate, duly executed by the Bancorp, will be issued for the
remaining number of Warrants exercisable pursuant to the Warrant Certificate so
surrendered, and the Bancorp shall deliver the required new Warrant Certificate
pursuant to the provisions of this Section 4.
4.3 No fractional shares of Common Stock or scrip shall be issued to
any holder in connection with the exercise of a Warrant. Instead of any
fractional shares of Common Stock that would otherwise be issuable to such
holder, the Bancorp will pay to such holder a cash adjustment in respect of such
fractional interest in an amount equal to that fractional interest of the then
current Closing Price per share of Common Stock.
4.4 The number of Warrant Shares to be received upon the exercise of a
Warrant and the price to be paid for Warrant Share are subject to adjustment
from time to time as hereinafter set forth.
SECTION 5. PAYMENT OF TAXES
The Bancorp will pay all documentary stamp taxes attributable to the
original issuance of the Warrants and of the Warrant Shares issuable upon the
exercise of Warrants; PROVIDED, HOWEVER, that the Bancorp shall not be required
to (a) pay any tax which may be payable in respect of any transfer involving
the transfer and delivery of Warrant Certificates or the issuance or delivery
of certificates for Warrant Shares in a name other than that of the registered
holder of the Warrant Certificate surrendered upon the exercise of a Warrant or
(b) issue or deliver any certificate for Warrant Shares upon the exercise of
any Warrants until any such tax required to be paid under clause (a) shall have
been paid, all such tax being payable by the holder of such Warrant at the time
of surrender.
SECTION 6. MUTILATED OR MISSING WARRANTS.
In case any of the Warrants shall be mutilated, lost, stolen or
destroyed, the Bancorp may in its discretion issue and deliver in exchange and
substitution for and upon cancellation of, the mutilated Warrant Certificate, or
in substitution for the lost, stolen or destroyed Warrant Certificate, a new
Warrant Certificate of like tenor evidencing the number of Warrant Shares
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purchasable upon exercise of the Warrant Certificate so mutilated, lost, stolen
or destroyed, but only upon receipt of evidence satisfactory to the Bancorp of
such loss, theft or destruction of such Warrant Certificate and an indemnity,
if requested, reasonably satisfactory to it, provided that no indemnity will be
requested from ________, any stockholder of ________ or any family member or
trust for the benefit of any family member of any partner of _______.
Applicants for such substitute Warrant Certificate shall also comply with such
other reasonable regulations and pay such other reasonable charges as the
Bancorp may prescribe. Any such new Warrant Certificate shall constitute an
original contractual obligation of the Bancorp, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant Certificate shall be at any time
enforceable by anyone.
SECTION 7. RESERVATION OF WARRANT SHARES.
The Bancorp shall increase its authorized shares of Common Stock so as
to allow the issuance of all of the Warrant Shares and upon completion of such
increase, the Bancorp shall at all times reserve for issuance and delivery upon
exercise of the Warrants, such number of Warrant Shares or other shares of
capital stock of the Bancorp from time to time issuable upon exercise of the
Warrants. All such shares shall be duly authorized and, when issued upon such
exercise, shall be validly issued, fully paid and free and clear of all liens,
security interests, charges and other encumbrances and free and clear of all
preemptive rights. After 5:00 P.M., Los Angeles time, on the Expiration Date, no
shares of Common Stock shall be subject to reservation in respect of such
Warrants.
SECTION 8. RESTRICTIONS ON TRANSFER.
Neither the Warrants nor the Warrant Shares may be disposed of,
transferred or encumbered (any such action, a "Transfer") other than by will or
pursuant to the laws of descent and distribution, except to a partner of BP
Financial when BP Financial is a partnership or to a stockholder, officer or
director of BP Financial or beneficiary of a trust which is a stockholder of BP
Financial when BP Financial is a corporation; however, after one year from the
date of issuance of the Warrants a Transfer may occur providing the Warrants are
exercised immediately upon such Transfer. If not exercised immediately upon a
Transfer, the warrants shall lapse. In addition, either the exercise of the
Warrants, or the resale, transfer and assignment of the Warrant Shares is
prohibited for a period of at least one year from the date of issuance of the
Warrants.
SECTION 9. RIGHTS OF WARRANT CERTIFICATE HOLDER.
The holder of any Warrant Certificate or Warrant shall not, by virtue
thereof, be entitled to any rights of a stockholder of the Bancorp, either at
law or in equity, and the rights of the holder are limited to those expressed in
this Agreement.
SECTION 10. ANTIDILUTION PROVISIONS.
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The Exercise Price and the number of Warrant Shares that may be
purchased upon the exercise of a Warrant and the number of Warrants outstanding
will be subject to change or adjustment as follows:
(a) STOCK DIVIDENDS AND STOCK SPLITS, If at any time after the
date of issuance of the Warrants and before 5:00 P.M., Los Angeles time, on the
Expiration Date, (i) the Bancorp shall fix a record date for the issuance of any
dividend payable in shares of its capital stock or (ii) the number of shares of
Common Stock shall have been increased by a subdivision or split-up of shares of
Common Stock, then, on the record date fixed for the determination of holders of
Common Stock entitled to receive such dividend or immediately after the
effective date of such subdivision or split-up, as the case may be, the number
of shares to be delivered upon exercise of any Warrant will be appropriately
increased so that each holder thereafter will be entitled to receive the number
of shares of Common Stock that such holder would have owned immediately
following such action had the Warrant been exercised immediately prior thereto,
and the Exercise Price will be appropriately adjusted. The time of occurrence of
an event giving rise to an adjustment made pursuant to this Section 10(a) shall,
in the case of a subdivision or split-up, be the effective date thereof and
shall, in the case of a stock dividend, be the record date thereof.
(b) COMBINATION OF STOCK. If the number of shares of Common
Stock outstanding at any time after the date of the issuance of the Warrants and
before 5:00 P.M., Los Angeles time, on the Expiration Date shall have been
decreased by a combination of the outstanding shares of Common Stock, then,
immediately after the effective date of such combination, the number of shares
of Common Stock to be delivered upon exercise of any Warrant will be
appropriately decreased so that each holder thereafter will be entitled to
receive the number of shares of Common Stock that such holder would have owned
immediately following such action had the Warrant been exercised immediately
prior thereto, and the Exercise Price will be appropriately adjusted.
(c) REORGANIZATION. If any capital reorganization of the
Bancorp, or any reclassification of the Common Stock, or any consolidation of
the Bancorp with or merger of the Bancorp with or into any other corporation or
any sale, lease or other transfer of all or substantially all of the assets of
the Bancorp to any other person (including any individual, partnership, joint
venture, corporation, trust or group thereof) shall be effected in such a way
that the holders of the Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common Stock, then,
upon exercise of the Warrants in accordance with the terms of this Agreement
and the Warrant Certificate, each holder shall have the right to receive the
kind and amount of stock, securities or assets receivable upon such
reorganization, reclassification, consolidation, merger or sale, lease or other
transfer by a holder of the number of shares of Common Stock that such Warrant
holder would have been entitled to receive upon exercise of the Warrants
pursuant to Section 2 hereof had the Warrants been exercised immediately prior
to such reorganization, reclassification, consolidation, merger or sale, lease
or other transfer.
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(d) SPECIAL DIVIDENDS. If (other than in a dissolution or
liquidation) securities of the Bancorp (other than shares of Common Stock or
securities issued pursuant to any Rights Offering, as defined in the Offering
Circular, or any similar plan of the Bancorp), or assets (other than cash) are
issued by the way of a dividend on outstanding shares of Common Stock, then the
Exercise Price shall be adjusted so that immediately after the date fixed by the
Bancorp as the record date in respect of such issuance, it shall equal the price
determined by multiplying the Exercise Price in effect immediately prior to the
close of business on the record date for the determination of the share holders
entitled to receive such dividend by a fraction, the numerator of which shall be
the Closing Price on such record date less the then fair market value of the
portion of the securities or assets distributed applicable to one share of
Common Stock determined by the Board of Directors of the Bancorp, whose
determination shall be conclusive, and the denominator of which shall be such
Closing Price. Such adjustment shall become effective immediately prior to the
opening of business on the day following such record date.
(e) NO ADJUSTMENTS TO EXERCISE PRICE. No adjustment in the
Exercise Price in accordance with the provisions of paragraphs (a), (b), (c) or
(d) above need be made if such adjustment would amount to a change in such
Exercise Price of less than $.01; PROVIDED, HOWEVER, that the amount by which
any adjustment is not made by reason of the provisions of this section shall be
carried forward and taken into account at the time of any subsequent adjustment
in the Exercise Price.
(f) READJUSTMENT, ETC. If an adjustment is made under
paragraph (a), (b), (c) or (d) above, and the event to which the adjustment
relates does not occur, then any adjustments in the Exercise Price or Warrant
Shares that were made in accordance with such paragraphs shall be adjusted back
to the Exercise Price and the number of Warrant Shares that were in effect
immediately prior to the record date for such event.
(g) NO ADJUSTMENTS FOR REGULAR CASH DIVIDENDS. There shall be
no adjustment in the Exercise Price as result of any cash dividends paid out of
earnings for the year in which such dividends are paid in respect of the Common
Stock during the Exercise Period.
SECTION 11. OFFICER'S CERTIFICATE.
Whenever the number of Warrant Shares that may be purchased upon
exercise of the Warrants is adjusted as required by the provisions of this
Agreement, the Bancorp will forthwith file in the custody of its Secretary or an
Assistant Secretary at its principal office an officer's certificate showing the
adjusted number of Warrant Shares that may be purchased upon exercise of the
Warrants and the adjusted Exercise Price (if any), determined as herein
provided, setting forth in reasonable detail the facts requiring such adjustment
and the manner of computing such adjustment. Each such officer's certificate
shall be made available at all reasonable times for
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inspection by the holder. The Bancorp shall, forthwith after each such
adjustment, cause a copy of such certificate to be mailed to the holder.
SECTION 12. LIMITATIONS ON EXERCISABILITY OF WARRANTS.
12.1 Notwithstanding anything to the contrary contained herein, the
Bancorp may decline to issue any shares of Common Stock upon a requested
exercise of any Warrant if, in the Bancorp's reasonable determination based on
an opinion of the Bancorp's counsel, the holder desiring to exercise such
Warrant is required to obtain prior clearance, approval or nondisapproval from
any state or federal regulatory authority to acquire such shares and has not,
prior to the date of requested exercise, provided evidence of such clearance,
approval or nondisapproval to the Bancorp. In the event the Bancorp declines to
issue any shares of Common Stock upon a requested exercise of any Warrant
pursuant to the provisions of this Section 12.1, the Bancorp shall use its best
efforts to obtain any clearance or approval which is required for the Bancorp to
so issue such shares. In the event the Bancorp has not obtained such clearance
or approval within 60 days after the exercise of any Warrant has been requested,
the Bancorp shall, if so requested by the holder of such Warrant, pay to such
holder the Appreciated Value with respect to the shares which such holder was
not able to purchase upon such exercise.
SECTION 13. AVAILABILITY OF INFORMATION.
The Bancorp will comply with all applicable periodic public information
reporting requirements of the Securities Exchange Act of 1934 and the California
Corporations Code to which it may from time to time be subject.
SECTION 14. SUCCESSORS.
All covenants and provisions of this Agreement by or for the benefit of
the Bancorp or the holders of the Warrants shall bind and inure to the benefit
of their respective successors, assigns,
heirs and personal representatives.
SECTION 15. TERMINATION.
This Agreement shall terminate at 5:00 P.M., Los Angeles time, on the
Expiration Date or upon such earlier date on which all Warrants have been
exercised.
SECTION 16. COUNTERPARTS.
This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same agreement.
SECTION 17. HEADINGS.
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The headings of sections of this Agreement have been inserted for
convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of
the terms or provisions hereof.
SECTION 18. AMENDMENTS.
This Agreement may be amended by the written consent of the Bancorp and
the affirmative vote or the written consent of the holders of not less than a
majority in interest of the then outstanding Warrants; PROVIDED, HOWEVER, that,
except as expressly provided herein, this Agreement may not be amended to change
(a) the Exercise Price, (b) the Exercise Period, (c) the number or type of
securities to be issued upon the exercise of the Warrants, or (d) the provisions
of this Section 19, without the consent of each holder of the Warrants so
affected.
SECTION 19. NOTICES.
Any notice pursuant to this Agreement to be given by the registered
holder of any Warrant to the Bancorp shall be sufficiently given if sent by
first-class mail, postage prepaid, addressed as follows:
Monarch Bancorp
30000 Town Center Drive
Laguna Niguel, California 92677
Attention: Chief Executive Officer
SECTION 20. BENEFITS OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to give any person or
corporation, other than the Bancorp and the registered holders of the Warrant
Certificates, any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Bancorp and the registered holders of the Warrants.
SECTION 21. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the first date written above.
MONARCH BANCORP
By:___________________________________
Name: Hugh S. Smith, Jr.
Title: Chairman of the Board and
Chief Executive Officer
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[Warrantholder]
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VOID AFTER 5:00 P.M., LOS ANGELES TIME,
ON SEPTEMBER 30, 2001
NO. __ ______ WARRANTS
MONARCH BANCORP
WARRANTS TO PURCHASE SHARES OF COMMON STOCK
THIS CERTIFIES THAT, FOR VALUE RECEIVED, _________ (the
"Warrantholder") or its registered assigns, is the registered holder of the
number of Warrants (the "Warrants") set forth above, Each Warrant entities the
holder thereof to purchase from Monarch Bancorp, a California corporation (the
"Bancorp"), subject to the terms and conditions set forth hereinafter and in the
Warrant Agreement hereinafter referred to, one fully paid share of Common Stock,
no par value, of the Bancorp (the "Common Stock"). The Warrants may be exercised
on or after September 30, 1996 at any time or from time to time and will expire
at 5:00 P.M., Los Angeles time, an September 30, 2001 (the "Expiration Date").
Upon the Expiration Date, all rights evidenced by the Warrants shall cease and
the Warrants shall become void. Subject to the provisions of the Warrant
Agreement, the holder of each Warrant shall have the right to purchase from the
Bancorp until the Expiration Date (and the Bancorp shall issue and sell to such
holder of a Warrant) one fully paid share of Common Stock (a "Warrant Share") at
an exercise price (the "Exercise Price") of $1.98 per share upon surrender of
this Warrant Certificate to the Bancorp at the Bancorp's offices in Laguna
Niguel with the form of election to purchase appearing on this Warrant
Certificate duly completed and signed, together with payment of the Exercise
Price by wire transfer or other immediately available funds.
The Exercise Price and the number of Warrant Shares for which the
Warrants are exercisable are subject to change or adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.
REFERENCE IS MADE TO THE PROVISIONS OF THIS WARRANT CERTIFICATE SET
FORTH BELOW, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS CERTIFICATE.
This Warrant shall be governed by and construed in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, the Bancorp has caused this Warrant Certificate to
be executed by its duly authorized officers.
DATED: November 5, 1996 MONARCH BANCORP
By:
--------------------------------
Name: Hugh S. Smith, Jr.
Title: Chairman of the Board and
Chief Executive Officer
ATTEST:
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Arnold Hahn, Corporate Secretary
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This Warrant Certificate is subject to all of the terms and conditions
of the Warrant Agreement dated as of November 5, 1996 (the "Warrant Agreement"),
between the Bancorp and _____________, to all of which terms and conditions the
registered holder of the Warrant consents by acceptance hereof. The Warrant
Agreement is incorporated herein by reference and made a part hereof and
reference is made to the Warrant Agreement for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Bancorp and the
registered holders of Warrant Certificates. Copies of the Warrant Agreement are
available for inspection at the offices of the Bancorp or may be obtained upon
written request addressed to the Bancorp at its offices in Laguna Niguel,
California.
The Bancorp shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractional shares, but shall make
adjustment therefor in cash on the basis of the current market value of any
fractional interest as provided in the Warrant Agreement.
If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon surrender
hereof another Warrant Certificate or Certificates evidencing the number of
Warrants not so exercised.
The holder of this Warrant Certificate shall not, by virtue hereof, be
entitled to any of the rights of a stockholder in the Bancorp, either at law or
in equity, and the rights of the holder are limited to those expressed in the
Warrant Agreement.
If this Warrant Certificate shall be surrendered for exercise within
any period during which the transfer books for the Bancorp's Common Stock are
closed for any purpose, the Bancorp shall not be required to make delivery of
certificates for shares purchasable upon such transfer until the date of the
reopening of said transfer books.
Every holder of this Warrant Certificate, by accepting the same,
consents and agrees with the Bancorp and with every other holder of a Warrant
Certificate that:
(a) this Warrant Certificate is transferable on the
registry books of the Bancorp only upon the terms and
conditions set forth in the Warrant Agreement; and
(b) the Bancorp may deem and treat the person in whose
name this Warrant Certificate is registered as the
absolute owner hereof (notwithstanding any notation
of ownership or other writing hereon made by anyone
other than the Bancorp) for all purposes whatever and
the Bancorp shall not be affected by any notice to
the contrary.
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
UNIF GIFT MIN ACT -
__________ Custodian _________ under Uniform Gifts to Minors Act________________
(Cust) (Minor) (State)
Additional abbreviations may also be used though not in the above list.
Deliver to: Monarch Bancorp
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30000 Town Center Drive
Laguna Niguel, California 92677
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ELECTION TO PURCHASE
DATED: _________________, 19___
The undersigned hereby irrevocably exercises this warrant to purchase
_____ shares of Common Stock and herewith makes payment of $_____________ in
payment of the Exercise Price thereof on the terms and conditions specified in
this Warrant Certificate, surrenders this Warrant Certificate and all right,
title and interest herein to the Bancorp and directs that the Warrant Shares
deliverable upon the exercise of such Warrants be registered in the name and at
the address specified below and delivered thereto.
Name:__________________________________________________________________
(Please Print)
Address:_______________________________________________________________
City, State and Zip Code:______________________________________________
If such number of Warrant Shares is less than the aggregate number if
Warrant Shares purchasable hereunder, the undersigned requests that a new
Warrant Certificate representing the balance of such Warrant Shares to be
registered in the name and at the address specified below and delivered thereto.
Name:__________________________________________________________________
(Please Print)
Address:_______________________________________________________________
City, State and Zip Code:______________________________________________
Taxpayer Identification or Social Security Number:_____________________
Signature:____________________________________________________
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 whatsoever.
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