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Exhibit 4.2
FORM OF SERIES A WARRANT
THE SECURITIES REPRESENTED BY THIS INSTRUMENT WERE ISSUED PURSUANT TO SECTION
1145 OF TITLE 11 OF THE UNITED STATES CODE AND ARE EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TO THE EXTENT PROVIDED UNDER
SECTION 1145 OF TITLE 11 OF THE UNITED STATES CODE.
EXERCISABLE AT OR PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON JUNE 15, 2004
SERIES A WARRANT CERTIFICATE
HomePlace of America, Inc., a Delaware corporation
(hereinafter called the "Company"), for value received, hereby certifies that
[Name Of Holder Of Allowed Class 7A, 7B Or 7C Equity Interest] or registered
assigns is the registered holder of __________ Series A Warrants, and is
entitled, upon surrender of this Series A Warrant Certificate at the office of
First Union National Bank (the "Warrant Agent"), in the City of Charlotte,
State of North Carolina (the "Warrant Agent Office") at any time at or prior to
5:00 p.m., New York City time, on June 15, 2004, to purchase one share of
Common Stock of the Company (the "Shares") at the price of $14.00 per share for
each Series A Warrant held.
The per share purchase price shown above and the number of
shares issuable upon exercise of the Series A Warrants represented by this
Series A Warrant Certificate are subject to adjustment for the occurrence of
certain events, including stock dividends and splits, combinations,
reorganizations, reclassifications, consolidations, mergers or sales of
properties and assets and upon the issuance of certain rights or warrants to
holders of Common Stock or the distribution to such holders of assets or
indebtedness, as set forth in the Warrant Agreement hereinafter referred to. A
complete statement with respect to such adjustments and to other terms and
conditions pertaining
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to the Series A Warrants is contained in the Warrant Agreement, effective as of
June 15, 1999, between the Company and the Warrant Agent (the "Warrant
Agreement"), which terms and conditions are hereby incorporated by reference
herein and made a part hereof. Every holder of this Series A Warrant
Certificate consents to all of the terms contained in the Warrant Agreement by
acceptance hereof. All terms used in this Series A Warrant Certificate which
are defined in the Warrant Agreement shall have the meanings assigned to them
in the Warrant Agreement, a copy of which may be examined by the registered
holder hereof at the Warrant Agent Office.
Upon the exercise of the Series A Warrants represented by this Series
A Warrant Certificate, the form of election to purchase on the reverse hereof
must be duly executed, and the accompanying instructions for the registration
and delivery of the stock must be filled in.
The Series A Warrants represented by this Series A Warrant Certificate
are transferable (subject to the conditions set forth in the preceding
paragraphs or the Warrant Agreement) at the Warrant Agent Office by the
registered holder hereof in person or by attorney duly authorized in writing,
upon surrender of this Series A Warrant Certificate. Upon any such transfer, a
new Series A Warrant Certificate, representing the right to purchase a like
number of shares of the Company's Common Stock, will be issued to the
transferee in exchange for this Series A Warrant Certificate.
This Series A Warrant Certificate and similar Series A Warrant
certificates when surrendered at the Warrant Agent Office by the registered
holder hereof in person or by attorney duly authorized in writing may be
exchanged for another Series A Warrant Certificate or Series A Warrant
Certificates, representing in the aggregate the right to purchase a like number
of shares of the Company's Common Stock.
No fractional shares of Common Stock will be issued upon the exercise
of any Series
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A Warrant or Warrants evidenced hereby, but in lieu thereof a cash payment will
be made, as provided in the Warrant Agreement.
No holder of this Series A Warrant Certificate shall be
entitled to vote or receive dividends or be deemed for any purpose the holder
of Common Stock or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issue of
stock, reclassification of stock, change of par value, consolidation, merger,
conveyance or otherwise) or, except as provided in the Warrant Agreement, to
receive notice of meetings, or to receive dividends or subscription rights or
otherwise, until the Series A Warrant or Warrants evidenced by this Series A
Warrant Certificate shall have been exercised as provided in the Warrant
Agreement.
No Series A Warrant evidenced hereby may be exercised after
5:00 p.m., New York City time on June 15, 2004, and to the extent not exercised
by the time of its expiration, any such Series A Warrant shall become void.
This Series A Warrant and any certificate representing the
Shares shall be imprinted with a legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS INSTRUMENT WERE ISSUED PURSUANT
TO SECTION 1145 OF TITLE 11 OF THE UNITED STATES CODE AND ARE EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, TO
THE EXTENT PROVIDED UNDER SECTION 1145 OF TITLE 11 OF THE UNITED
STATES CODE."
This Series A Warrant and the Shares may not be transferred or
assigned in whole or in part without compliance with applicable federal and
state securities laws by the transferor and
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the transferee (including the delivery of investment representation letters
and legal opinions reasonably satisfactory to the Company or the Warrant
Agent, if reasonably requested by the Company or the Warrant Agent).
The Company is authorized by the Warrant Agreement to suspend the
exercise of all Series A Warrants for any period during which any shares of
Common Stock reserved for exercise of Series A Warrants require, under any
Federal or state law or rule or regulation of any national securities
exchange, registration with or approval of any governmental authority or
listing on any national securities exchange and such registration, approval
or listing is not in effect.
(Signatures appear on following page.)
HOMEPLACE OF AMERICA, INC.
By:
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Name:
Title:
Attest:
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This Series A Warrant Certificate is not valid until countersigned by the
Warrant Agent.
Countersigned:
FIRST UNION NATIONAL BANK,
as Warrant Agent,
By:
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Authorized Officer
FORM OF EXERCISE
(FORM OF EXERCISE TO BE EXECUTED BY THE WARRANT
HOLDER AT THE TIME OF EXERCISE)
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To First Union National Bank
1525 West W.T. Harris Blvd. 3C3
Charlotte, North Carolina 28262
Attention: Mr. Mike Klotz
or its successor as Warrant Agent:
The undersigned, holder of the within Series A Warrant
certificate, hereby (1) irrevocably exercises his right to purchase
__________ shares of Common Stock, $0.001 par value, of HomePlace of America,
Inc. (the "Company") which the undersigned is entitled to purchase under the
terms of the within Series A Warrant Certificate, or such other securities as
the undersigned shall be entitled to purchase under the terms of the Warrant
Agreement referred to in such Series A Warrant Certificate by reason of the
occurrence of certain events specified therein, and (2) elects to make
payment in full for the number of shares of Common Stock so purchased by
payment of $________ in cash or certified or official bank check.
Please issue the certificate for shares of Common Stock in the name
of, and pay any cash for any fractional share to:
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Print or type name
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Social Security or other Identifying Number
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Street Address
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City State Zip Code
If such number of shares shall not be all the shares purchasable upon the
exercise of the Series A Warrants evidenced by this Series A Warrant
Certificate, a new Series A Warrant Certificate for the balance of such
Series A Warrants remaining unexercised shall be registered in the name of
and delivered to:
Please insert social security or other identifying number
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(Please print name and address.)
Dated:
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Signature
(Signature must conform in all
respects to name of holder as
specified on the face of the Series A
Warrant Certificate)
(Signature Guaranteed): Date:
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(If the Common Stock, cash in lieu of fractional shares or Series A Warrants
for any unexercised balance are to be issued or paid to a person other than
the person in whose name the within Series A Warrant is registered, or if
otherwise requested by the Company or the Warrant Agent, a signature
guarantee is required.)
ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT
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HOLDER DESIRES TO TRANSFER WARRANT)
FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers unto
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
(Please print name and address)
this Series A Warrant certificate together with all right, title or interest
therein, and does hereby irrevocably appoint _____________ attorney to
transfer the within Series A Warrant Certificate on the books of the Warrant
Agent with full power of substitution in the premises.
Dated:
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Signature
(Signature must conform in all
respects to name of holder as
specified on the face of the Series A
Warrant Certificate)
(Signature Guaranteed): Date:
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