EXHIBIT 10(e)
NUMBER VOID AFTER 5:00 P.M. WARRANT
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GATEWAY AMERICAN PROPERTIES CORPORATION
CUSIP 367573 11 0
THIS CERTIFIES that, for value received
or registered assigns (the "Registered Holder") is the owner of the number of
Redeemable Common Stock Purchase Warrants ( the 'Warrants') specified above.
Each Warrant initially entitles the Registered Holder to purchase, subject to
the terms and conditions set forth in this Certificate and the Warrant Agreement
(as hereinafter defined), one fully paid and nonassessable share of Common
Stock, $.Ol par value, of Gateway American Properties Corporation, 2 Colorado
corporation (the 'Company"). of the Company at any time prior to the Expiration
Date (as hereinafter defined), upon the presentation and surrender of this
Warrant Certificate with the Subscription Form on the reverse hereof duly
executed at the corporate office of American Securities Transfer & Trust, Inc.,
as Warrant Agent, or its successor (the "Warrant Agent"), accompanied by payment
of $4.50 (the "Purchase Price") in lawful money of the United States of America
in cash or by official bank or certified check made payable to the Company.
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________, 199___
between the Company and the Warrant Agent.
In the event @f certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term "Expiration Date' shall mean 5:00 P.M. (New York City time) on
earlier date as stated in a notice advising that the Warrants shall be redeemed.
If such date shall in the State of New York be a holiday or a day on which the
bank are authorized to close, then the Expiration Date shall mean 5:00 P.M. (New
YorK City time) the next following day which in the State of New York is not a
holiday or a day which banks are authorized to close.
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 and
will use its best efforts to cause the same to become effective and to keep such
registrationstatementcurrentwhereanyoftheWarrantsareoutstanding. This Warrant
shall not be exercisable by a Registered Holder in any state where such exercise
would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment with any tax or other governmental
charge imposed in connection therewith, for registration of transfer of this
Warrant certificate at such office, a new Warrant Certificate or Warrant
Certificates representing an equal aggregate number of Warrants will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the company,
including, without limitation, the right to vote or to receive dividends of
other destructions, and shall not be entitled to receive notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
This Warrant may be redeemed at the option of the Company, at a redemption
price of $.35 per Warrant, provided the market price (as defined in the Warrant
Agreement) for the securities issuable upon exercise of such Warrant shall
average in excess of $6.40 per share for thirty consecutive trading days, ending
within ten days of the day on which notice is given, as reported in the Nasdaq
Stock Market, Inc. or such other primary exchange upon which the Common Stock is
traded. Notice of redemption shall be given not later than the thirtieth day
before the date fixed for redemption, all as provided in the Warrant Agreement.
On and after the date fixed for redemption, the Registered Holder shall have no
rights with respect to this Warrant except to receive the $.35 per Warrant upon
surrender of this Certificate.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Warrant represented hereby (notwithstanding any
notations or writing hereon made by anyone other than a duly authorized officer
of the Company or the Warrant Agent) for all purposes and shall not be affected
by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Colorado.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile, by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
GATEWAY AMERICAN PROPERTIES CORPORATION
Dated:
By: /s/ Harvey E. Deutsch
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President
/s/ Joel H. Farkas
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Secretary
COUNTERSIGNED AND REGISTERED:
American Securities Transfer & Trust. Inc.
P.O. Box 1596
Denver, Colorado 80201
By ______________________________________________
Warrant Agent Authorized signature
GATEWAY AMERICAN PROPERTIES CORPORATION
TRANSFER FEE: $15.00 PER NEW CERTIFICATE ISSUED
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 UNIF GIFT MIN ACT- .....Custodian.....
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act .........................
in common (State)
Additional abbreviations may also be used though not in the above list.
SUBSCRIPTION FORM
To Be Executed by the Holder
in Order to Exercise Warrants
The undersigned hereby elects to exercise _____________ Warrants represented by
this Warrant Certificate, and to purchase the securities issuable upon the
exercise of such Warrants, and requests that certificates for such securities be
issued in the name of:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
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Please print or type name and address
and be delivered to
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Please print or type name and address
and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.
Dated: _______________________ X ____________________________________
X ____________________________________
______________________________________
Address: ______________________________________
______________________________________
Signature Guaranteed:
ASSIGNMENT
(To be Executed by the Registered Holder
in Order to Assign Warrants)
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
FOR VALUE RECEIVED, _____________________________________________ hereby sells,
assigns and transfers to _______________________________________________________
________________________________________________________________________________
(Please Print Name and Address Including Zip Code)
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Warrants represented by this Warrant Certificate and hereby irrevocable
constitutes and appoint ________________________________________________________
________________________________________________________________________________
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.
Signature X ___________________________________
X ___________________________________
Signature(s) Guaranteed:
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The signature(s) must be guaranteed by an eligible guarantor institution (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions with membership in
an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule
17Ad-15.