EXHIBIT (10)(g)
[FORM OF WARRANT CERTIFICATE TO BE UTILIZED FOR
FOUNDERS COMMON STOCK PURCHASE WARRANT]
FOUNDERS WARRANT
For the Purchase of ________
Shares of Common Stock, Par Value $.01
Per Share of
GATEWAY AMERICAN PROPERTIES CORPORATION
a Colorado corporation
This is to certify that, for value received, ___________________________,
("Warrant Holder") or registered assigns, is entitled, subject to the terms and
conditions hereinafter set forth, commencing ________________________ and on or
before the expiration date specified herein, but not thereafter, to purchase the
number of shares set forth above of Common Stock, of the par value of $.01 per
share (the "Shares") of GATEWAY AMERICAN PROPERTIES CORPORATION (the "Company")
from the Company at the purchase price of $4.50 per Share, and to receive a
certificate or certificates for the Shares so purchased, upon presentation and
surrender of this Warrant to American Securities Transfer & Trust, Inc., Denver,
Colorado, as Warrant Agent, with the form of subscription duly executed, and
accompanied by payment of the purchase price of each Share purchased either in
cash or by certified or bank cashier's check payable to the order of "American
Securities Transfer & Trust, Inc. - Warrant Agent". This Warrant shall be void
and no longer exercisable unless extended by a written instrument made and
executed by the Company and delivered to the registered holder hereof, at
midnight, ____________, 2002.
The Company covenants and agrees that all Shares which may be delivered
upon the exercise of this Warrant will, upon delivery, be free from all taxes,
liens, and charges with respect to the purchase thereof hereunder, and without
limiting the generality of the foregoing, the Company covenants and agrees that
it will from time to time take all such action as may be required to assure that
the par value per Share of the Shares is at all times equal to or less than the
Warrant purchase price per Share of the Shares issuable pursuant to this
Warrant.
The purchase rights represented by this Warrant are exercisable at the
option of the registered owner hereof in whole at any time, or in part from time
to time, within the period above specified; provided, however, that such
purchase rights shall not be exercisable with respect to a fraction of a Share.
In case of the purchase of less than all of the Shares purchasable under this
Warrant, the Company shall cancel this Warrant upon the surrender hereof and
shall execute and deliver a new Warrant of like tenor and date for the balance
of the Shares purchasable hereunder.
The Company shall not be obligated to deliver any securities pursuant to
the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended, with respect to such securities is
effective, unless the Company receives an opinion of counsel, satisfactory to
the Company's counsel that an exemption from registration is available. The
Company has covenanted and agreed that it will file a registration statement
with respect to the Common Stock of the Company which underlies this Warrant and
all like Warrants and will use its best efforts to cause the same to become
effective and to keep such registration statement current while any of the
Warrants are outstanding. This Warrant shall not be exercisable by a Warrant
Holder in any state where such exercise would be unlawful.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement") dated
_________________, 1997 between the Company and the Warrant Agent.
The Common Stock Purchase Warrants of GATEWAY AMERICAN PROPERTIES
CORPORATION represented by this Certificate have not been registered under the
Securities Act of 1933, as amended, or any state statutes. Such Warrants have
been acquired by the Warrant Holder for his own account, for investment, and may
not be sold or transferred in the absence of an effective registration statement
for such Warrants under the Securities Act of 1933, as amended (and various
state securities statutes as required), or the receipt by GATEWAY AMERICAN
PROPERTIES CORPORATION of an opinion of its legal counsel to the effect that
registration of such Warrants in connection with any such transaction is not
required under the Securities Act of 1933, as amended, or applicable state
securities statutes.
The number of Shares purchasable upon the exercise of this Warrant and the
purchase price per Share shall be subject to adjustment from time to time as set
forth herein.
The Company agrees at all times to reserve or hold available a sufficient
number of Shares to cover the number of Shares issuable upon the exercise of
this and all other Warrants of like tenor then outstanding.
This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a shareholder of the Company, or to any other rights whatsoever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Warrant or the interest
represented hereby or the Shares purchasable hereunder until or unless, and
except to the extent that, this Warrant shall be exercised.
This Warrant is exchangeable upon the surrender hereof by the registered
owner to the Company for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of Shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of Shares as
shall be designated by the registered owner at the time of such surrender.
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Subject to the provisions hereof, this Warrant and all rights hereunder
are transferable by the registered owner hereof in person or by his duly
authorized attorney on the books of the Company upon surrender of this Warrant,
properly endorsed, to the Company. The Company may deem and treat the registered
owner of this Warrant at any time as the absolute owner hereof for all purposes
and shall not be affected by any notice to the contrary.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
the signatures of its duly authorized officers and the corporate seal hereunder
affixed.
Dated: _________________, 1997
GATEWAY AMERICAN PROPERTIES
CORPORATION, a Colorado corporation
By___________________________________
Harvey E. Deutsch, President
ATTEST:
- --------------------------------------
Joel H. Farkas, Secretary
(CORPORATE SEAL)
Countersigned by
AMERICAN SECURITIES TRANSFER & TRUST,
INC., as Warrant Agent
By___________________________________
Its________________________________
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ASSIGNMENT
(To be executed by the registered holder to effect a transfer of the foregoing
Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto _________________________________________________________________ this
Warrant and the rights represented thereby to purchase Shares in accordance with
the terms and conditions thereof, and does hereby irrevocably constitute and
appoint _____________________________ his attorney to transfer this Warrant on
the books of the Company, with full power of substitution.
Dated: ___________________________
Signed: ________________________________________
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SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the
right to purchase Shares evidenced by the foregoing Warrant)
GATEWAY AMERICAN PROPERTIES
CORPORATION
c/o American Securities
Transfer & Trust, Inc.
Suite 444
1825 Lawrence Street
Denver, CO 80202-1817
The undersigned hereby irrevocably subscribes for _______________ Shares
of Common Stock of GATEWAY AMERICAN PROPERTIES CORPORATION pursuant to and in
accordance with the terms and conditions of this Warrant, and herewith makes
payment of $_______________ therefor, and requests that a certificate evidencing
ownership of such Shares be issued in the name of the undersigned and be
delivered to the undersigned at the address stated below, and, if such number of
Shares shall not be all of the Shares purchasable hereunder, that a new Warrant
of like tenor for the balance of the remaining Shares purchasable hereunder be
delivered to the undersigned at the address stated below.
Dated: ___________________________
Signed: ________________________________________
Address: ________________________________________
________________________________________
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