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EXHIBIT 10.19
WARRANT AGREEMENT
This WARRANT AGREEMENT, dated as of March 29, 1995, is made and entered into
by and among BKLA Bancorp, a California corporation (the "Company"), and
Investors Banking Corporation, an Oregon bank holding company ("IBC"), with
reference to the following facts:
WHEREAS, the Company, its wholly owned subsidiary, Bank of Los Angeles, a
California state-chartered bank (the "Bank"), and IBC, have entered into a
Stock Purchase Agreement dated July 28, 1994, as amended;
WHEREAS, pursuant to the terms of the Stock Purchase Agreement, the Company
shall sell to IBC a total of 2,019,006 units (collectively, "Units") consisting
of in the aggregate 4,038,012 shares (collectively, "Shares") of the Company's
authorized but unissued common stock, no par value ("Common Stock"), and
2,019,006 warrants to purchase shares of Common Stock;
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 Company's principal market maker.
(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 Stock Purchase Agreement.
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(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 Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement or the Stock
Purchase 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 13 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
Company by the manual or facsimile signature of the present or any future
President or any authorized officer of the Company, 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 Company.
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 Company 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 Company), for
the purpose of any exercise thereof and for all other purposes, and the Company
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 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"). On the Expiration Date, all rights
evidenced by the Warrants shall cease and the Warrants shall become void.
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(b) Subject to the provisions of this Agreement, the registered holder
of each Warrant shall have the right to purchase from the Company (and the
Company 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 $.75 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 Company at the Company's principal office in West Hollywood 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 Company 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 Company 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 Company to permit the
Warrant Shares to be issued without registration under the Securities Act of
1933, as amended (the "Securities Act").
(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 Company 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 Company are open.
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 Company, will be issued for the
remaining number of Warrants exercisable pursuant to the Warrant Certificate so
surrendered, and the Company shall deliver the required new Warrant Certificate
pursuant to the provisions of this Section 4.
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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
Company 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 a Warrant Share are subject to adjustment
from time to time as hereinafter set forth.
SECTION 5. PAYMENT OF TAXES.
The Company 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 Company 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 Company 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 Company of
such loss, theft or destruction of such Warrant Certificate and an indemnity,
if requested, reasonably satisfactory to it. Applicants for such substitute
Warrant Certificate shall also comply with such other reasonable regulations
and pay such other reasonable charges as the Company may prescribe. Any such
new Warrant Certificate shall constitute an original contractual obligation of
the Company, 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 Company 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 Company 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
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nonassessable, 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"), except in accordance with and
subject to the provisions of the Securities Act and the rules and regulations
promulgated thereunder. At the time of a Transfer, the Company may request
prior to any proposed Transfer an opinion of counsel to the effect that such
Transfer is permissible under applicable law. The Company may also place such
legends on the Warrant Certificates as may be reasonably required in the
opinion of counsel to the Company to permit a Transfer without such
registration.
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 Company, 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 the issuance of the Warrants and before 5:00 P.M., Los Angeles time, on the
Expiration Date, (i) the Company 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
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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 Company, or
any reclassification of the Common Stock, or any consolidation of the Company
with or merger of the Company with or into any other corporation or any sale,
lease or other transfer of all or substantially all of the assets of the
Company 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.
(d) SPECIAL DIVIDENDS. If (other than in a dissolution or
liquidation) securities of the Company (other than shares of Common Stock or
securities issued pursuant to any shareholder rights plan or any similar plan
of the Company) or assets (other than cash) are issued by 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 Company 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 shareholders 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 Company, 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.
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(f) READJUSTMENTS, 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 CASH DIVIDENDS. There shall be no adjustment
in the Exercise Price as a result of any cash dividend 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
Company 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
Company 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 Company
may decline to issue any shares of Common Stock upon a requested exercise of
any Warrant if, in the Company's sole judgment and discretion, 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 Company.
12.2 Notwithstanding anything to the contrary contained herein, the Company
may limit the number of shares of Common Stock issuable upon the exercise of
any Warrant if necessary, in the Company's sole judgment and discretion, to
reduce the risk that certain tax benefits of the Company will be subject to
limitation under Section 382 of the Internal Revenue Code of 1986, as amended,
or the risk of any other adverse tax consequence to the Company at any time
after the date hereof. Such limitation will be applied to the minimum extent
necessary in the sole judgment and discretion of the Company to avoid any such
adverse effect.
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SECTION 13. AVAILABILITY OF INFORMATION.
The Company will comply with all applicable periodic public information
reporting requirements of the Securities and Exchange Commission 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
Company 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.
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 Company 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.
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SECTION 19. NOTICES.
Any notice pursuant to this Agreement to be given by the registered holder
of any Warrant to the Company shall be sufficiently given if sent by
first-class mail, postage prepaid, addressed as follows:
BKLA Bancorp
8901 Santa Monica Boulevard
West Hollywood, CA 90069
Attention: President
SECTION 20. BENEFITS OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to give to any person or
corporation, other than the Company 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 Company 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.
BKLA BANCORP
By:_/s/ Paul G. Ling____________
Name:___________________________
Title:__________________________
Investors Banking Corporation
By:_/s/_M.J. Burford____________
Name:___________________________
Title:__________________________
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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
------- ---------------
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 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.
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IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed by its duly authorized officers.
DATED: __________________________ BKLA BANCORP
By ______________________________
Name: ___________________________
Title: __________________________
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:
(a) 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
(b) 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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