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EXHIBIT 4.3
Exhibit A
[FORM OF WARRANT CERTIFICATE]
VOID AFTER 5:00 P.M., LOS ANGELES TIME,
ON MARCH 29, 1998
No. 1 2,019,006 Warrants
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BKLA BANCORP
WARRANTS TO PURCHASE SHARES OF COMMON STOCK
THIS CERTIFIES THAT, FOR VALUE RECEIVED, Investors Banking
Corporation, an Oregon bank holding company ("Investors Banking Corporation")
or its registered assigns, is the registered holder of the number of Warrants
(the "Warrants") set forth above. Each Warrant entitles the holder thereof to
purchase from BKLA Bancorp, a corporation incorporated under the laws of the
State of California (the "Company"), subject to the terms and conditions set
forth hereinafter and in the Warrant Agreement hereinafter referred to, one
fully paid and nonassessable share of Common Stock, no par value, of the
Company (the "Common Stock"). The Warrants may be exercised on or after March
29, 1995 at any time or from time to time and will expire at 5:00 P.M., Los
Angeles time, on March 29, 1998 (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 Company until the
Expiration Date (and the Company shall issue and sell to such holder of a
Warrant) one fully paid and nonassessable share of Common Stock (a "Warrant
Share") at an exercise price (the "Exercise Price") of $.75 per share upon
surrender of this Warrant Certificate to the Company at the Company's offices
in West Hollywood 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
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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 Company has caused this Warrant
Certificate to be executed by its duly authorized officers.
DATED: BKLA BANCORP
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By:
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Name:
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Title:
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ATTEST:
By
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This Warrant Certificate is subject to all of the terms and
conditions of the Warrant Agreement, dated as of March 29, 1995 (the "Warrant
Agreement"), between the Company and Investors Banking Corporation, 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 Company and the registered holders of Warrant Certificates.
Copies of the Warrant Agreement are available for inspection at the offices of
the Company or may be obtained upon written request addressed to the Company at
its offices in Los Angeles, California.
The Company 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 Company,
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 Company's Common
Stock are closed for any purpose, the Company 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 Company and with every other holder of a
Warrant Certificate that:
(i) this Warrant Certificate is transferable on
the registry books of the Company only upon the terms and conditions set forth
in the Warrant Agreement and
(ii) the Company 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 Company) for all purposes whatever and the Company shall
not be affected by any notice to the contrary.
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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 Company 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 of 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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