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Exhibit 4.3
Form of Class B Warrant
Class B Warrants have been agreed to be purchased by the following entities in
substantially the form attached hereto for a number of Common Shares equal to
the number set forth next to their names:
Name Common Shares
---- -------------
EXEL Limited 100,000
Risk Capital Reinsurance Company 100,000
The Prudential Insurance
Company of America 72,500
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NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAW, AND THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED
OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH
APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND THE
OTHER RESTRICTIONS ON TRANSFER SET FORTH HEREIN.
--------------------
Date: March __, 1998
CLASS B WARRANT
TO PURCHASE COMMON SHARES OF
ANNUITY AND LIFE RE (HOLDINGS), LTD.
Void after 5:00 P.M. (United States Eastern Time),
___________, 2008, as provided herein.
THIS CERTIFIES that, for value received, _______________ (the
"Warrant Holder"), or registered assigns, is entitled to purchase from ANNUITY
AND LIFE RE (HOLDINGS), LTD. (the "Company"), a Bermuda corporation, upon the
satisfaction of the conditions stated herein and during the period (subject to
Section 2 hereof) from and after March __, 1999 to 5:00 p.m. (United States
Eastern Time) on March __, 2008, __________ fully paid and nonassessable common
shares, par value $1.00 per share (the "Common Shares"), subject to adjustment
as provided herein, at a per share purchase price equal to $15.00; provided,
however, that if on March __, 2008, the Company is then required, pursuant to
an effective request therefor under the Registration Rights Agreement (as
defined herein), or is in the process of effecting a registration under the
Securities Act of 1933, as amended (the "1933 Act") for a public offering in
which Warrant Shares (as defined herein) are entitled to be included as
provided in the Registration Rights Agreement, or if the Company is in default
of any such obligations to register the sale of such shares, the right to
exercise this Warrant shall continue until 5:00 p.m. (United States Eastern
Time) on the 30th day following the date on which such registration shall have
become effective or on the 30th day following the date all such defaults shall
have been cured, whichever is the later date.
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1. Definitions. For the purpose of this Warrant:
(a) "Capital Stock" shall mean the Company's
Common Shares and any other shares of any class, or series within a class,
whether now or hereafter authorized, which has the right to participate in the
distribution of earnings or assets of the Company without limit as to amount or
percentage.
(b) "Warrants" shall mean the original Warrant to
purchase Common Shares of the Company issued by the Company pursuant hereto and
any and all Warrants which are issued in exchange or substitution for any
outstanding Warrant pursuant to the terms of the Warrant.
(c) "Warrant Price" shall mean the price per
share at which Common Shares of the Company are purchasable hereunder, as such
price may be adjusted from time to time hereunder.
(d) "Warrant Shares" shall mean the Common
Shares purchasable upon exercise of Warrants.
(e) "Additional Shares of Capital Stock" shall
mean all shares of Capital Stock issued by the Company, except:
(i) Common Shares issuable upon
exercise of the Warrant;
(ii) Common Shares outstanding on
the date hereof, including all Common Shares issued to the Warrant Holder and
certain other investors on the date hereof;
(iii) Common Shares issued pursuant
to the initial public offering of the Company's Common Shares (the "IPO");
(iv) Common Shares issuable upon the
exercise of options and warrants which are outstanding on the date hereof; and
(v) Options to purchase Common
Shares granted by the Company as an incentive for performance to the Company's
officers, directors, employees and consultants after the date hereof, the
Common Shares issuable upon the exercise of such options, and the Common Shares
awarded to such persons as share grants by the Company as incentive for
performance after the date hereof.
(f) "Registration Rights Agreement" shall mean
the agreement so entitled, dated March __, 1998, between the Company and the
Warrant Holder providing for the registration of the Warrant Shares in certain
events.
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(g) "Base Price" shall mean the greater of (x)
the Warrant Price, as adjusted from time to time as provided herein, or (y)
the per share closing price as reported on the Nasdaq Stock Market (or
other principal exchange or automated quotation system on which Common Shares
are then admitted or listed for trading) of the Common Shares for the trading
day last prior to the date on which the Base Price is determined for purposes
of this Warrant.
2. Exercise of Warrants.
(a) This Warrant may be exercised at any time or
from time to time on or after (i) March __, 1999 for up to one-third of the
number of Warrant Shares provided for on page 1 hereof, (ii) March __, 2000 for
up to an additional one-third of the number of Warrant Shares provided for on
page 1 hereof, and (iii) March __, 2001 for up to an additional one-third of
the number of Warrant Shares provided for on page 1 hereof, in each case
subject to adjustment as provided in Section 6. Subject to the foregoing, this
Warrant may be exercised at any time or from time to time in whole or in part
(but not as to fractional shares) prior to 5:00 p.m. United States Eastern Time
on March __, 2008 (subject to extension as provided above), at which time this
Warrant and all of the Warrant Holder's rights hereunder shall terminate,
except as expressly provided herein. Notwithstanding the foregoing, upon a
Change in Control of the Company (as defined below) this Warrant shall become
immediately exercisable for the full number of Warrant Shares provided for on
page 1 hereof. For purposes of this Section 2(a), a "Change in Control" of the
Company shall be deemed to have occurred if:
(i) Any person, including a group
of persons acting in concert, becomes the beneficial owner of shares of the
Company having 50 percent or more of the total number of votes that may be cast
for the election of directors of the Company;
(ii) There occurs any cash tender or
exchange offer for shares of the Company, merger or other business combination,
or any combination of the foregoing transactions, and as a result of or in
connection with any such event, persons who were directors of the Company
before the event shall cease to constitute a majority of the board of directors
of the Company or any successor to the Company; or
(iii) The sale, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the assets of the
Company.
(b) This Warrant may be exercised at the time(s)
or upon the occurrence of the event(s) specified in Subsection
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2(a) hereof by the surrender of this Warrant, with the Purchase Agreement
attached hereto as Rider A properly completed and duly executed, at the
principal office of the Company at Xxxxxxxx Xxxx, Xxxxxxxx Street, Xxxxxxxx, XX
FX, Bermuda, or such other location which shall at that time be the principal
office of the Company and of which the Company shall have notified the Warrant
Holder in writing (the "Principal Office"), or at the office of its stock
transfer agent, and upon payment to the Company of the Warrant Price for the
Warrant Shares to be purchased upon such exercise. The person entitled to the
Warrant Shares so purchased shall be treated for all purposes as the holder of
such shares as of the close of business on the date of exercise and
certificates for the shares so purchased shall be delivered to the person so
entitled within a reasonable time, not exceeding thirty (30) days, after such
exercise. Certificates representing the Warrant Shares issued upon exercise of
this Warrant shall bear a legend referring to the restrictions on transfer set
forth herein. Unless this Warrant has expired, a new Warrant of like tenor and
for such number of Common Shares as the holder of this Warrant shall direct,
representing in the aggregate the right to purchase the number of Common Shares
with respect to which this Warrant shall not have been exercised, shall also be
issued to the holder of this Warrant within such time.
(c) The Warrant Price shall be payable (i) in
cash or its equivalent, (ii) in Common Shares newly acquired upon exercise of
this Warrant, (iii) by surrendering to the Company the right to purchase a
number of Warrant Shares equal to the product obtained by multiplying the
number of Warrant Shares to be purchased by a fraction, the numerator of which
is the Warrant Price and the denominator of which is the current market value
of the Common Shares, or (iv) in any combination of (i), (ii) and (iii). In
the event the Warrant Price is paid, in whole or in part, with Common Shares,
the portion of the Warrant Price so paid shall be equal to the current market
value of the Common Shares. The current market value of the Common Shares
shall be determined as follows:
If the Common Shares are listed on a national
securities exchange or listed for trading on The Nasdaq Stock
Market, the current market value shall be the closing price of
the Common Shares on such exchange or in such market on the
day this Warrant is exercised, or if there have been no sales
on such exchange or in such market, the average of the highest
bid and lowest asked prices on such exchange or in such market
at the end of such day.
If the Common Shares are not so listed, the current
market value of the Common Shares shall be an amount
determined in such reasonable manner as may be prescribed by
the Board of Directors of the Company.
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3. Exchange. This Warrant is exchangeable, upon its
surrender by the Warrant Holder to the Company at its Principal Office, or to
the Company's stock transfer agent at its office, for new Warrants of like
tenor registered in the Warrant Holder's name and representing in the aggregate
the right to purchase the same number of Common Shares purchasable hereunder,
each of such new Warrants to represent the right to subscribe for and purchase
such number of Common Shares as shall be designated by the Warrant Holder at
the time of such surrender.
4. Transfer. Subject to restrictions on transfer set
forth in Section 11, this Warrant is transferable, in whole or in part, by the
holder thereof at the Principal Office of the Company or at the office of its
stock transfer agent, in person or by duly authorized attorney, upon
presentation of this Warrant properly endorsed for transfer, the Assignment
attached hereto as Rider A duly executed, and funds sufficient to pay any
transfer tax (the "Transfer Documents"). Within a reasonable time after
receiving the Transfer Documents, not exceeding thirty (30) days, the Company
shall execute and deliver a new Warrant in the name of the assignee named in
the Assignment and this Warrant shall be cancelled. Each holder of this
Warrant, by holding it, agrees that this Warrant, when endorsed in blank, may
be deemed negotiable, and that, when this Warrant shall have been so endorsed,
the holder of this Warrant may be treated by the Company and all other persons
dealing with this Warrant as the absolute owner of this Warrant for any purpose
and as the person entitled to exercise the rights represented by this Warrant,
or to the transfer of this Warrant on the books of the Company, any notice to
the contrary notwithstanding.
5. Certain Covenants of the Company. The Company
covenants and agrees that all Common Shares which may be issued upon the
exercise of this Warrant, will, upon issuance, be duly and validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof. The Company further covenants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized, and reserved for the
purpose of issue upon exercise of the purchase rights evidenced by this
Warrant, a sufficient number of Common Shares to provide for the exercise of
the rights represented by this Warrant. The Company will, at the time of each
exercise of this Warrant, upon request of the holder thereof, acknowledge in
writing its continuing obligation to afford such holder all rights (including,
without limitation, any rights to registration under the Registration Rights
Agreement) to which such holder shall be entitled after the exercise hereof in
accordance with the terms hereof, but the failure to make any such request, or
the failure of the Company to give such acknowledgement shall not affect the
continuing obligations of the Company in respect of such rights.
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6. Adjustment of Purchase Price and Number of Shares.
The number and kind of securities purchasable upon the exercise of this Warrant
and the Warrant Price shall be subject to adjustment from time to time upon the
happening of certain events as follows:
(a) Reclassification, Consolidation or Merger. At
any time while this Warrant remains outstanding and unexpired, in case of any
reclassification or change of outstanding securities of the class issuable upon
exercise of this Warrant (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination of outstanding securities issuable upon the exercise
of this Warrant) or in case of any consolidation or merger of the Company with
or into another corporation (other than a merger with another corporation in
which the Company is a continuing corporation and which does not result in any
reclassification or change, other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination of outstanding securities issuable upon the exercise
of this Warrant), the Company, or such successor corporation, as the case may
be, shall, without payment of any additional consideration therefor, execute a
new Warrant providing that the Warrant Holder shall have the right to exercise
such new Warrant (upon terms not less favorable to the Warrant Holder than
those then applicable to this Warrant) and to receive upon such exercise, in
lieu of each Common Share theretofore issuable upon exercise of this Warrant,
the kind and amount of shares of stock, other securities, money or property
receivable upon such reclassification, change, consolidation or merger, by the
holder of one Common Share issuable upon exercise of this Warrant had it been
exercised immediately prior to such reclassification, change, consolidation or
merger. Such new Warrant shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Section 6. Notwithstanding the foregoing, in the case of any transaction which
pursuant to this Section 6(a) would result in the execution and delivery by the
Company of a new Warrant to the Warrant Holder, and in which the holders of
Common Shares are entitled only to receive money or other property exclusive of
securities, then in lieu of such new Warrant being exercisable as provided
above, the Warrant Holder shall have the right, at its sole option, to require
the Company to purchase this Warrant (without prior exercise by the Warrant
Holder) at its fair value as of the day before such transaction became publicly
known, as determined by an unaffiliated internationally recognized accounting
firm or investment bank selected by the Warrant Holder and reasonably
acceptable to the Company. Any purchase and sale of the Warrant pursuant to
the immediately preceding sentence shall be consummated as provided in Section
2(b), mutatis mutandis. The provisions of this Subsection 6(a) shall similarly
apply to successive reclassifications, changes, consolidations, mergers, sales
and transfers.
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(b) Subdivision or Combination of Shares. If the
Company at any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its Capital Stock, the Warrant Price shall be
proportionately reduced, in case of subdivision of such shares, as of the
effective date of such subdivision, or, if the Company shall take a record of
holders of its Capital Stock for the purpose of so subdividing, as of such
record date, whichever is earlier, or shall be proportionately increased, in
the case of combination of such shares, as of the effective date of such
combination, or, if the Company shall take a record of holders of its Capital
Stock for the purpose of so combining, as of such record date, whichever is
earlier.
(c) Certain Dividends and Distributions. If the
Company at any time while this Warrant remains outstanding and unexpired shall:
(i) Stock Dividends. Pay a
dividend in shares of, or make other distribution of shares of, its Capital
Stock, then the Warrant Price shall be adjusted, as of the date the Company
shall take a record of the holders of its Capital Stock for the purpose of
receiving such dividend or other distribution (or if no such record is taken,
as of the date of such payment or other distribution), to that price determined
by multiplying the Warrant Price in effect immediately prior to such payment or
other distribution by a fraction (a) the numerator of which shall be the total
number of shares of Capital Stock outstanding immediately prior to such
dividend or distribution, and (b) the denominator of which shall be the total
number of shares of Capital Stock outstanding immediately after such dividend
or distribution; or
(ii) Liquidating Dividends, Etc.
Make a distribution of its assets to the holders of its Capital Stock as a
dividend in liquidation or by way of return of capital or other than as a
dividend payable out of earnings or surplus legally available for dividends
under applicable law, the Warrant Holder shall be entitled to receive upon the
exercise hereof, in addition to the number of Common Shares receivable
thereupon, and without payment of any additional consideration therefor, a sum
equal to the amount of such assets as would have been payable to him as owner
of that number of Common Shares receivable by exercise of the Warrant had he
been the holder of record of such Common Shares on the record date for such
distribution, or if no such record is taken, as of the date of such
distribution, and an appropriate provision therefor shall be made a part of any
such distribution.
(d) Issuance of Additional Shares of Capital
Stock. If the Company at any time while the Warrant remains outstanding and
unexpired shall issue any Additional Shares of Capital Stock (otherwise than as
provided in the foregoing subsections (a) through (c) above) at a price per
share less, or
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for other consideration lower, than the Base Price, or without consideration,
then upon such issuance the Warrant Price shall be adjusted to that price
determined by multiplying the Warrant Price by a fraction (a) the numerator of
which shall be the number of shares of Capital Stock outstanding immediately
prior to the issuance of such Additional Shares of Capital Stock plus the
number of shares of Capital Stock which the aggregate consideration for the
total number of such Additional Shares of Capital Stock so issued would
purchase at the Base Price, and (b) the denominator of which shall be the
number of shares of Capital Stock outstanding immediately prior to the issuance
of such Additional Shares of Capital Stock plus the number of such Additional
Shares of Capital Stock so issued. The provisions of this subsection 6(d)
shall not apply under any of the circumstances for which an adjustment is
provided in subsections 6(a), 6(b), or 6(c). No adjustment of the Warrant
Price shall be made under this subsection 6(d) upon the issuance of any
Additional Shares of Capital Stock which are issued pursuant to the exercise of
any warrants, options or other subscription or purchase rights or pursuant to
the exercise of any conversion or exchange rights in any convertible securities
if any such adjustments shall previously have been made upon the issuance of
any such warrants, options or other rights or upon the issuance of any
convertible securities (or upon the issuance of any warrants, options or any
rights therefor) pursuant to subsections 6(e) or 6(f) hereof.
(e) Issuance of Warrants, Options or Other
Rights. In case the Company shall issue any warrants, options or other rights
to subscribe for or purchase any Additional Shares of Capital Stock and the
price per share for which Additional Shares of Capital Stock may at any time
thereafter be issuable pursuant to such warrants, options or other rights shall
be less than the Base Price, then upon such issuance the Warrant Price shall be
adjusted as provided in subsection 6(d) hereof on the basis that the aggregate
consideration for the Additional Shares of Capital Stock issuable pursuant to
such warrants, options or other rights, shall be deemed to be the consideration
received by the Company for the issuance of such warrants, options, or other
rights plus the minimum consideration to be received by the Company for the
issuance of Additional Shares of Capital Stock pursuant to such warrants,
options, or other rights.
(f) Issuance of Convertible Securities. In case
the Company shall issue any convertible securities and the consideration per
share for which Additional Shares of Capital Stock may at any time thereafter
be issuable pursuant to the terms of such convertible securities shall be less
than the Base Price, then upon such issuance the Warrant Price shall be
adjusted as provided in subsection 6(d) hereof on the basis that (i) the
maximum number of Additional Shares of Capital Stock necessary to effect the
conversion or exchange of all such convertible
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securities shall be deemed to have been issued as of the date of issuance of
such convertible securities, and (ii) the aggregate consideration for such
maximum number of Additional Shares of Capital Stock shall be deemed to be the
minimum consideration received by the Company for the issuance of such
Additional Shares of Capital Stock pursuant to the terms of such convertible
securities. No adjustment of the Warrant Price shall be made under this
subsection upon the issuance of any convertible securities which are issued
pursuant to the exercise of any warrants or other subscription or purchase
rights therefor, if any such adjustment shall previously have been made upon
the issuance of such warrants or other rights pursuant to subsection 6(e)
hereof.
(g) Adjustment of Number of Shares. Upon each
adjustment in the Warrant Price pursuant to any provision of this Section 6,
the number of Common Shares purchasable hereunder at the Warrant Price shall be
adjusted, to the nearest one hundredth of a whole share, to the product
obtained by multiplying such number of Common Shares purchasable immediately
prior to such adjustment in the Warrant Price by a fraction, the numerator of
which shall be the Warrant Price immediately prior to such adjustment and the
denominator of which shall be the Warrant Price immediately thereafter.
(h) Other Provisions Applicable to Adjustments
Under this Section. The following provisions will be applicable to the making
of adjustments in the Warrant Price hereinabove provided in this Section 6:
(i) Computation of Consideration.
To the extent that any Additional Shares of Capital Stock or any convertible
securities or any warrants, options or other rights to subscribe for or
purchase any Additional Shares of Capital Stock or any convertible securities
shall be issued for a cash consideration, the consideration received by the
Company therefor shall be deemed to be the amount of the cash received by the
Company therefor, or, if such Additional Shares of Capital Stock or convertible
securities are offered by the Company for subscription, the subscription price,
or, if such Additional Shares of Capital Stock or convertible securities are
sold to underwriters or dealers for public offering without a subscription
offering, or through underwriters or dealers for public offering without a
subscription offering, the initial public offering price, in any such case
disregarding any amounts paid or incurred by the Company for and in the
underwriting of, or otherwise in connection with the issue thereof. To the
extent that such issuance shall be for a consideration other than cash, then,
except as herein otherwise expressly provided, the amount of such consideration
shall be deemed to be the fair value of such consideration at the time of such
issuance as determined in good faith by the Company's Board of Directors. The
consideration for
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any Additional Shares of Capital Stock issuable pursuant to any warrants,
options or other rights to subscribe for or purchase the same shall be the
consideration received by the Company for issuing such warrants, options or
other rights, plus the additional consideration payable to the Company upon the
exercise of such warrants, options or other rights. The consideration for any
Additional Shares of Capital Stock issuable pursuant to the terms of any
convertible securities shall be the consideration paid or payable to the
Company in respect of the subscription for or purchase of such convertible
securities, plus the additional consideration, if any, payable to the Company
upon the exercise of the right of conversion or exchange in such convertible
securities. In case of the issuance at any time of any Additional Shares of
Capital Stock or convertible securities in payment or satisfaction of any
dividends in a fixed amount, the Company shall be deemed to have received for
such Additional Shares of Capital Stock or convertible securities a
consideration equal to the amount of such dividend so paid or satisfied.
(ii) Readjustment of Warrant Price.
Upon the expiration of the right to convert or exchange any convertible
securities, or upon the expiration of any rights, options or warrants, the
issuance of which convertible securities, rights, options or warrants effected
an adjustment in the Warrant Price, if any such convertible securities shall
not have been converted or exchanged, or if any such rights, options or
warrants shall not have been exercised, the number of shares of Capital Stock
deemed to be issued and outstanding by reason of the fact that they were
issuable upon conversion or exchange of any such convertible securities or upon
exercise of any such rights, options, or warrants shall no longer be computed
as set forth above, and the Warrant Price shall forthwith be readjusted and
thereafter be the price which it would have been (but reflecting any other
adjustments in the Warrant Price made pursuant to the provisions of this
Section 6 after the issuance of such convertible securities, rights, options or
warrants) had the adjustment of the Warrant Price made upon the issuance or
sale of such convertible securities or issuance of rights, options or warrants
been made on the basis of the issuance only of the number of Additional Shares
of Capital Stock actually issued upon conversion or exchange of such
convertible securities, or upon the exercise of such rights, options or
warrants, and thereupon only the number of Additional Shares of Capital Stock
actually so issued shall be deemed to have been issued and only the
consideration actually received by the Company (computed as in subsection
(h)(i) hereof) shall be deemed to have been received by the Company.
(iii) Treasury Shares. The number of
shares of Capital Stock at any time outstanding shall not include any shares
thereof then directly or indirectly owned or held by or for the account of the
Company or any subsidiary of the Company.
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(iv) Other Action Affecting Capital
Stock. In case after the date hereof the Company shall take any action
affecting the Capital Stock, other than an action described in any of the
foregoing subsection (a) to (f) hereof, inclusive, which in the opinion of the
Company's Board of Directors would have a materially adverse effect upon the
rights of the holders of the Warrant, the Warrant Price shall be adjusted in
such manner and at such time as the Board of Directors on the advice of the
Company's independent public accountants may in good faith determine to be
equitable in the circumstances.
(v) Limitation or Adjustment of
Warrant Price. Notwithstanding any other provision of this Warrant, no
adjustment of the Warrant Price shall be made which would reduce such Warrant
Price below the par value of the Warrant Shares.
(vi) No Impairment. The Company
will not, by amendment of its constitutive documents or through any
consolidation, merger, reorganization, transfer of assets, dissolution,
securities issuance or any other action, avoid or seek to avoid the observance
or performance of the terms of this Warrant, or to deprive the holder hereof of
the intended benefits hereof, and will at all times in good faith take such
actions (or refrain therefrom) as shall be necessary or appropriate to effect
the intended purposes and benefits of this Warrant. Without limiting the
generality of the foregoing, the Company will not permit the par value of the
Warrant Shares to exceed the Warrant Price.
7. Notice of Adjustments. Whenever the Warrant Price or
the number of Common Shares purchasable under the terms of this Warrant at that
Warrant Price shall be adjusted pursuant to Section 6 hereof, the Company shall
prepare a certificate signed by its President or a Vice President and by its
Treasurer or Assistant Treasurer or its Secretary or Assistant Secretary,
setting forth in reasonable detail the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated
(including a description of the basis on which the Company's Board of Directors
made any determination hereunder), and the Warrant Price and number of Common
Shares purchasable at that Warrant Price after giving effect to such
adjustment, and shall promptly cause copies of such certificate to be mailed
(by first class and postage prepaid) to the registered holder of this Warrant.
In the event the Company shall, at a time when this Warrant is
exercisable, take any action which pursuant to Section 6 may result in an
adjustment of any of the Warrant Price or the number of Common Shares
purchasable at that Warrant Price upon exercise of this Warrant, the Company
will give to the registered holder of this Warrant at such holder's last
address known to the Company written notice of such action ten (10) days in
advance of
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its effective date in order to afford to such holder of this Warrant an
opportunity to exercise this Warrant and to purchase Common Shares prior to
such action becoming effective.
8. Payment of Taxes. All Common Shares issued upon the
exercise of this Warrant shall be validly issued, fully paid and nonassessable,
and the Company shall pay all taxes and other governmental charges that may be
imposed in respect of the issue or delivery thereof. The Company shall not be
required, however, to pay any tax or other charge imposed in connection with
any transfer involved in the issue of any certificate for Common Shares in any
name other than that of the registered holder of the Warrant surrendered in
connection with the purchase of such shares, and in such case the Company shall
not be required to issue or deliver any share certificate until such tax or
other charge has been paid or it has been established to the Company's
satisfaction that no tax or other charge is due.
9. Fractional Shares. No fractional Common Shares will
be issued in connection with any purchase hereunder but in lieu of such
fractional shares, the Company shall make a cash refund therefor equal in
amount to the product of the applicable fraction multiplied by the Warrant
Price paid by the holder for its Warrant Shares upon such exercise.
10. Loss, Theft, Destruction or Mutilation. Upon receipt
by the Company of evidence reasonably satisfactory to it that this Warrant has
been mutilated, destroyed, lost or stolen, and in the case of a destroyed, lost
or stolen Warrant, a bond of indemnity reasonably satisfactory to the Company,
or in the case of a mutilated Warrant, upon surrender and cancellation of this
Warrant, the Company will execute and deliver in the Warrant Holder's name, in
exchange and substitution for the Warrant so mutilated, destroyed, lost or
stolen, a new Warrant of like tenor substantially in the form hereof with
appropriate insertions and variations.
11. Securities Laws Representations and Warranties;
Transfer to Comply with Securities Laws.
(a) The Warrant Holder, by acceptance of this
Warrant, acknowledges that the transfer of this Warrant and the Warrant Shares
is subject to the provisions of the Securities Purchase Agreement, dated
__________, 1998, between the Company and the initial purchaser of the
Warrants.
(b) The certificate representing any Warrant
Shares acquired upon exercise of this Warrant, and any Common Shares or other
securities issued in respect of such Warrant Shares upon any stock split, stock
dividend, recapitalization, merger, consolidation or similar event, shall be
stamped or
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otherwise imprinted with the following legend (unless such a legend is no
longer required under the 1933 Act):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE SOLD EXCEPT IN A TRANSACTION WHICH IS
EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT. IN ADDITION, THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN A
WARRANT OF THE COMPANY DATED _________, 1998."
(c) The Company shall not be required to register
the transfer of this Warrant or any Warrant Shares on the books of the Company
unless the Company shall have been provided with an opinion of counsel
satisfactory to it or no-action letters from the Securities and Exchange
Commission and the appropriate state regulatory agencies prior to such transfer
to the effect that registration under the 1933 Act and any applicable state
securities law is not required in connection with the transaction resulting in
such transfer; provided, however, that no such opinion of counsel or no-action
letter shall be necessary in order to effectuate a transfer in accordance with
the provisions of Rule 144(k) promulgated under the 1933 Act. Each Warrant or
certificate for Warrant Shares issued upon any transfer as above provided shall
bear the restrictive legend set forth in Subsection 11(e) above, except that
such restrictive legend shall not be required if the opinion of counsel
satisfactory to the Company or no-action letters referred to above are to the
further effect that such legend is not required in order to establish
compliance with the provisions of the 1933 Act and any applicable state
securities law, or if the transfer is made in accordance with the provisions of
Rule 144(k) under the 1933 Act. The cost of obtaining any legal opinion or
no-action letter required under this Section shall be borne by the Warrant
Holder.
12. Survival. The provisions of Section 11 shall survive
any expiration, cancellation or exercise of this Warrant.
13. Headings. The descriptive headings of the several
sections of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant.
-13-
15
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer under its corporate seal, attested by its
duly authorized officer, on the date of this Warrant.
ANNUITY AND LIFE RE (HOLDINGS), LTD.
By:
---------------------------------
Xxxxxxxx X. Xxxxx, President
and Chief Executive Officer
Attest:
-----------------------------
ACCEPTED, ACKNOWLEDGED
AND AGREED
By:
------------------------
Attest:
--------------------
-14-
16
Rider A
PURCHASE AGREEMENT
Date:
---------------------
TO:
The undersigned, pursuant to the provisions set forth in the
attached Warrant, hereby agrees to purchase _________________ Common Shares
covered by such Warrant, and makes payment herewith in full therefor at the
price per share provided by this Warrant.
Signature:
--------------------------------
Address:
----------------------------------
* * * *
ASSIGNMENT
For Value Received, ________________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
within Warrant, with respect to the number of Common Shares covered by such
Warrant, to:
NAME OF ASSIGNEE ADDRESS NO. OF SHARES
---------------- ------- -------------
Dated: Signature:
--------------------------------
Address:
----------------------------------
