LOANS/APTS
0839/39038-028 NYLIB2/549862 v5 10/07/98 10:39 AM (10559)
WARRANT AGREEMENT dated as of September 15, 1998 between Insignia/ESG
Holdings, Inc., a Delaware corporation (the "Corporation"), and APTS Partners,
L.P., a Delaware limited partnership ("APTS").
Preliminary Statement
This Warrant Agreement sets forth the terms and conditions of Warrants
transferred to APTS in connection with the exchange of the warrants held by APTS
to purchase shares of Class A Common Stock, par value $.01 per share, of
Insignia Financial Group, Inc. ("IFG") under Warrant Nos. 13 and 14 dated May
10, 1995 of IFG registered in the name of APTS, such exchange resulting from the
distribution by IFG to its stockholders of all of the then outstanding shares of
Common Stock of the Corporation in a transaction intending to qualify as a
tax-free distribution and reorganization under Sections 355 and 368 of the
Internal Revenue Code.
Accordingly, the parties hereto agree as follows.
1. DefinitionsDefinitions. As used in this Warrant Agreement, the following
terms shall have the following meanings, unless the context otherwise requires.
a. "Aggregate Consideration Receivable" by the Corporation in connection
with the issuance of any shares of Common Stock (or any rights, warrants,
options or convertible or exercisable securities entitling the holders thereof
to subscribe for or purchase any shares of Common Stock or any stock
appreciation rights entitling the holders thereof to any interest in an increase
in value, however measured, of shares of Common Stock) shall mean the sum of:
i. the aggregate consideration paid to the Corporation for such shares,
rights, warrants, options or convertible or exercisable securities, and
ii. the aggregate consideration or premiums stated in such rights,
warrants, options or convertible or exercisable securities to be payable for the
shares of Common Stock covered thereby.
In case all or any portion of the consideration to be received by the
Corporation may be paid in a form other than cash, the value of such
consideration shall be determined in good faith by the Board of Directors or a
duly authorized committee thereof (irrespective of the accounting treatment
thereof), and described in a resolution of the Board of Directors or such
committee.
LOAN/APTS
b. "APTS" shall mean APTS Partners, L.P., a Delaware limited partnership.
c. "Board of Directors" shall mean the board of directors of the
Corporation.
d. "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in New York, New York are required by law to
close.
e. "Capital Stock" shall mean any and all shares, rights to purchase,
warrants, options, convertible securities, participations in or other
equivalents of or interests (other than security interests) in (however
designated and whether voting or nonvoting) corporate stock.
f. "Change in Control" shall mean the occurrence of any of the following
events:
i. Xxxxxx Xxxxxx has ceased to serve on a full-time basis as the Chief
Executive Officer of the Corporation for any reason;
ii. Xxxxxx Xxxxxx has ceased to own beneficially (within the meaning of
rule 13d-3 promulgated under the Exchange Act) at least 700,000 shares of Common
Stock (as adjusted to reflect stock dividends or distributions, subdivisions or
reclassifications, splits and combinations);
iii. any Person or group (within the meaning of section 13(d)(3) or
14(d)(2) of the Exchange Act) other than a group controlled by Xxxxxx Xxxxxx or
by APTS or any affiliate of Xxxxxx Xxxxxx or APTS acquires beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 45% or
more of the number of shares of Common Stock or the combined voting power of
Voting Stock of the Corporation outstanding immediately prior to such
acquisition;
iv. individuals who, as of the Distribution Date, constitute the Board of
Directors and individuals nominated or elected to serve on the Board of
Directors by individuals described in this section 2(f)(iv) cease for any reason
to constitute at least a majority of the Board of Directors; and
v. the Corporation consummates any merger or consolidation (other than a
Permitted Merger or Consolidation) of the Corporation with or into any other
entity, the sale of all or substantially all of the assets of the Corporation,
the reorganization, liquidation or dissolution of the Corporation, or any
similar transaction or event.
g. "Common Stock" shall mean the Common Stock, par value $.01 per share, of
the Corporation and, in the case of a reclassification, recapitalization or
other similar change in such Common Stock or in the case of a consolidation or
merger of the Corporation with or into another Person, such consideration to
which a holder of a share of Common Stock would have been entitled upon the
occurrence of such event.
h. "Common Stock Equivalents" shall mean, without double counting:
i. shares of Common Stock, where one share of Common Stock shall constitute
one Common Stock Equivalent;
ii. shares of Capital Stock convertible into Common Stock, where any one
share of Capital Stock shall constitute a number of Common Stock Equivalents
equal to the number of shares of Common Stock issuable in respect of such share
of Capital Stock;
iii. any rights, warrants, options and convertible or exercisable
securities entitling the holder thereof to subscribe for or purchase any shares
of Common Stock, where any such rights, warrants, options and convertible or
exercisable securities shall constitute a number of Common Stock Equivalents
equal to the number of shares of Common Stock issuable in respect of such
rights, warrants, options or convertible or exercisable securities; and
iv. any stock appreciation rights entitling the holders thereof to any
interest in an increase in value, however measured, of shares of Common Stock,
where any such stock appreciation rights shall constitute a number of Common
Stock Equivalents equal to the Common Stock equivalent, as nearly as it may be
calculated, of such stock appreciation rights.
i. "Corporation" shall mean Insignia /ESG Holdings, Inc., a Delaware
corporation.
j. "Distribution" shall mean the distribution by Insignia Financial Group,
Inc. to its stockholders of all of the then outstanding shares of Common Stock
of the Corporation.
k. "Distribution Date" shall mean the record date for the Distribution.
l. "Effective Purchase Price per Share" at which the Corporation issues any
shares of Common Stock (or any rights, warrants, options or convertible or
exercisable securities entitling the holders thereof to subscribe for or
purchase any shares of Common Stock or any stock appreciation rights entitling
the holders thereof to any interest in an increase in value, however measured,
of shares of Common Stock) shall mean an amount equal to the ratio of:
i. the Aggregate Consideration Receivable by the Corporation in connection
with the issuance of such shares of Common Stock (or any such rights, warrants,
options, convertible or exercisable securities or stock appreciation rights) to
ii. the number of shares of Common Stock so issued (or issuable upon the
exercise or conversion of such rights, warrants, options or convertible or
exercisable securities or the Common Stock Equivalents, as nearly as it may be
calculated, of such stock appreciation rights).
m. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute.
n. "Excluded Transaction" shall mean any of the following transactions:
i. the issuance of any shares of Capital Stock of the Corporation to
employees or directors of the Corporation under an employee benefit plan or
arrangement adopted by the Corporation, whether or not referred to or described
in the Form 10;
ii. the issuance of Common Stock Equivalents in an amount not to exceed
200,000 (as adjusted, as appropriate, to reflect any stock dividends,
distributions, subdivisions, reclassifications or combinations of the Common
Stock), provided that, within 10 Business Days following such issuance, the
Corporation has furnished to each Warrant Holder written notice of the fact that
the Corporation intends to treat such issuance as an Excluded Transaction within
the meaning of this clause (ii); and
iii0 any issuance of securities referred to or described in the Form 10.
o "Exercise Price per Share" of any Warrant shall mean:
i0 until adjusted in accordance with section 12 hereof, an amount equal to
$8.25 per share, and
ii0 thereafter, such other amount as may from time to time be determined in
accordance with the provisions of section 12 hereof.
p "Expiration Date" shall mean September 1, 1999.
q "Fair Market Value" of a share of Common Stock as of any date shall mean,
as of any date, the average of the closing prices of Common Stock for the 20
consecutive Trading Days next preceding the date five days prior to the date in
question. The closing price for each day shall be:
i0 the average of the closing sale price or, in the absence of a closing
sale price, the highest bid and lowest asked prices of one share of Common Stock
quoted in the NYSE Composite Tape or, if not then listed on the NYSE, the NASDAQ
National Market System or any similar system of automated dissemination of
quotations of securities prices then in common use, if so quoted; or
ii0 if not quoted as described in clause (i), the average of the highest
bid and lowest offered quotations for Common Stock as reported by the National
Quotation Bureau Incorporated if at least two securities dealers have inserted
both bid and offered quotations for Common Stock on at least five of the 20
consecutive Trading Days next preceding the date five days prior to the date in
question; or
iii0 if the Common Stock is listed or admitted for trading on any national
securities exchange, the last sale price, or the closing bid price if no sale
occurred, of Common Stock on the principal securities exchange on which the
Common Stock is listed or admitted for trading.
If none of the conditions set forth above is met, the closing price of
Common Stock on any day or the average of such closing prices for any period
shall be the Fair Market Value of Common Stock for such day or period as
determined by a member firm of the NYSE selected by the Corporation and approved
by the Holders of a majority of the outstanding Warrants. If the Corporation and
such Holders are unable to agree on the selection of a member firm, then the
issue of selection of a member firm shall be submitted to the American
Arbitration Association.
r "Form 10" shall mean the Registration Statement on Form 10 of the
Corporation with respect to the Common Stock in the form in which it is declared
effective by the Securities and Exchange Commission.
s "GAAP" shall mean those generally accepted accounting principles and
practices which are recognized as such by the American Institute of Certified
Public Accountants acting through its Accounting Principles Board or by the
Financial Accounting Standards Board or through other appropriate boards or
committees thereof and which are consistently applied for all periods after the
date hereof so as to properly reflect the financial condition, results of
operations and changes in financial position of any Person, except that any
accounting principle or practice required to be changed by such Accounting
Principles Board or Financial Accounting Standards Board (or other appropriate
board or committee of such Boards) in order to continue as a generally accepted
accounting principle or practice may be so changed.
t "Merger Transaction" shall mean any business combination transaction or
series of transactions involving the Corporation, regardless of whether such
transactions take the form of a merger, purchase and sale of securities,
purchase or sale of assets or otherwise, immediately prior to which, following
which or in connection with which a Change in Control occurs.
u "NASDAQ" shall mean the National Association of Securities Dealers
Automated Quotation System.
v "NYSE" shall mean the New York Stock Exchange.
w "Permitted Merger or Consolidation" shall mean any merger or
consolidation of the Corporation:
i0 with or into any wholly owned Subsidiary; or
ii0 immediately after which Persons who were stockholders of the
Corporation prior to such merger or consolidation hold at least 80% of the
outstanding shares of Capital Stock of the Corporation measured by voting power.
x "Person" shall mean an individual, corporation, joint venture, general or
limited partnership, trust, unincorporated organization, limited liability
company, limited liability partnership, government or any agency or political
subdivision thereof, association, sole proprietorship or any other form of
entity not specifically listed herein.
y "Qualifying Transaction" shall mean:
i0 any acquisition by the Corporation of stock or other assets of any kind
in exchange, in whole or in part, for shares of any class of Capital Stock of
the Corporation; and
ii0 any transaction in which shares of Capital Stock of the Corporation are
issued for cash proceeds;
provided, however, that the term "Qualifying Transaction" shall not include
a Merger Transaction.
z "Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor federal statute.
aa "Subsidiary" shall mean:
i0 any corporation 50% or more of the Voting Stock of which is owned,
directly or indirectly, by the Corporation; or
ii0 any other Person whose accounts are required under GAAP to be included
in the Corporation's consolidated financial statements,
but shall exclude limited partnerships.
bb "Trading Day" shall mean, with respect to the Common Stock: (i) if the
Common Stock is quoted on the NYSE, the NASDAQ National Market System, any
similar system of automated dissemination of quotations of securities prices, or
the National Quotation Bureau Incorporated, each day on which quotations may be
made on such system; or (ii) if the Common Stock is listed or admitted for
trading on any national securities exchange, days on which such national
securities exchange is open for business; or (iii)~if shares of the
Corporation's Common Stock are not quoted on any system or listed or admitted
for trading on any securities exchange, a Business Day.
cc "Voting Stock" shall mean, with respect to any Person, all classes of
Capital Stock of such Person then outstanding and normally entitled to vote for
the election of directors of such Person. Any reference to a percentage of
Voting Stock shall refer to the percentage of votes eligible to be cast for the
election of directors which are attributable to the applicable shares of Voting
Stock.
dd "Warrant Agreement" shall mean this warrant agreement.
ee "Warrant Certificate" shall mean a certificate evidencing one or more
Warrants, substantially in the form of Exhibit~A hereto.
ff "Warrant Holder" shall mean APTS, as the original registered holder of
the Warrants, and any registered transferee of a Warrant Holder.
gg "Warrant Office" shall mean the office or agency of the Corporation at
which the Warrant Register shall be maintained and where the Warrants may be
presented for exercise, exchange, substitution and transfer, which office or
agency will be the office of the Corporation at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, which office or agency may be changed by the Corporation pursuant to
notice in writing to the Persons named in the Warrant Register as the holders of
the Warrants.
hh "Warrant Register" shall mean the register, substantially maintained by
the Corporation at the Warrant Office.
ii "Warrant Shares" shall mean the shares of Common Stock issued or
issuable upon exercise of the Warrants, as the same may be adjusted from time to
time pursuant to section 12 hereof, and any other shares of Capital Stock issued
or issuable upon the exercise of the Warrants pursuant to section 12 hereof.
jj "Warrants" shall mean the warrants to purchase Common Stock issued by
the Corporation pursuant to this Warrant Agreement; individually, a "Warrant."
2 Representations and WarrantiesRepresentations and Warranties. The
Corporation hereby represents and warrants as follows:
a The Corporation is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware, has the corporate
power and authority to conduct its business as presently conducted, has the
corporate power and authority to execute and deliver this Warrant Agreement and
the Warrant Certificates, to issue the Warrants and to perform its obligations
under this Warrant Agreement and the Warrant Certificates.
b The execution, delivery and performance by the Corporation of this
Warrant Agreement and the Warrant Certificates, the issuance of the Warrants,
and the issuance of the Warrant Shares upon exercise of the Warrants have been
duly authorized by all necessary corporate action.
c This Warrant Agreement has been duly executed and delivered by the
Corporation and constitutes a legal, valid, binding and enforceable obligation
of the Corporation. When the Warrants and Warrant Certificates have been issued
as contemplated hereby the Warrants and the Warrant Certificates will constitute
legal, valid, binding and enforceable obligations of the Corporation. The
Warrant Shares, when issued upon exercise of the Warrants in accordance with the
terms hereof, will be duly authorized, validly issued, fully paid and
nonassessable shares of the Common Stock or, in the event of an adjustment
pursuant to section 12, other shares of Capital Stock. Statements in this
section 2(c) as to validity, binding effect and enforceability are subject to
(i) limitations as to enforceability imposed by bankruptcy, reorganization,
moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, including, without
limitation, limitations as to enforceability that may be imposed under Xxxxxxx
000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, Article 10 of the New York Debtor
Creditor Law or other provisions of law relating to fraudulent transfers and
obligations and (ii) equitable principles limiting the availability of equitable
remedies.
3 Number of WarrantsNumber of Warrants. The Corporation hereby agrees to
issue and deliver to APTS on the Distribution Date Warrant Certificates
evidencing 316,667 Warrants.
4 Registration, Transfer and Exchange of Certificates.
a The Corporation shall maintain at the Warrant Office the Warrant Register
for registration of the Warrants and Warrant Certificates and transfers thereof.
On the Distribution Date the Corporation shall register the Warrants and Warrant
Certificates in the Warrant Register in the name of the Warrant Holder. The
Corporation may deem and treat the registered holders of the Warrant
Certificates as the absolute owners thereof and the Warrants represented thereby
(notwithstanding any notation of ownership or other writing on the Warrant
Certificates made by any person) for the purpose of any exercise thereof or any
distribution to the Warrant Holders thereof, and for all other purposes, and the
Corporation shall not be affected by any notice to the contrary.
b Subject to section 14 hereof, the Corporation shall register the transfer
of any outstanding Warrants in the Warrant Register upon surrender of the
Warrant Certificates evidencing such Warrants to the Corporation at the Warrant
Office, accompanied (if so required by it) by a written instrument or
instruments of transfer in form satisfactory to it, duly executed by the
registered holder or holders thereof or by the duly appointed legal
representative thereof. Upon any such registration of transfer, new Warrant
Certificates evidencing such transferred Warrants shall be issued to the
transferee and the surrendered Warrant Certificates shall be cancelled. If less
than all the Warrants evidenced by Warrant Certificates surrendered for transfer
are to be transferred, new Warrant Certificates shall be issued to the holder
surrendering such Warrant Certificates evidencing such remaining number of
Warrants.
c Warrant Certificates may be exchanged at the option of the holders
thereof when surrendered to the Corporation at the Warrant Office, for another
Warrant Certificate or other Warrant Certificates of like tenor and representing
in the aggregate a like number of Warrants. Warrant Certificates surrendered for
exchange shall be cancelled.
d No charge shall be made for any such transfer or exchange except for any
tax or other governmental charge imposed in connection therewith. Except as
provided in section 14(b) hereof, each Warrant Certificate issued upon transfer
or exchange shall bear the legend set forth in section 14(b) hereof if the
Warrant Certificate presented for transfer or exchange bore such legend.
5 Mutilated or Missing Warrant CertificatesMutilated or Missing Warrant
Certificates. If any Warrant Certificate shall be mutilated, lost, stolen or
destroyed, the Corporation shall issue, in exchange and substitution for and
upon cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent number of
Warrants, but only upon receipt of evidence satisfactory to the Corporation of
such loss, theft or destruction of such Warrant Certificate and, if requested,
indemnity satisfactory to it. The Corporation acknowledges that a written
indemnity by the Warrant Holder shall be satisfactory to the Corporation for
such purpose. No service charge shall be made for any such substitution, but all
expenses and reasonable charges associated with procuring such indemnity and all
stamp, tax and other governmental duties that may be imposed in relation thereto
shall be borne by the holder of such Warrant Certificate. Each Warrant
Certificate issued in any such substitution shall bear the legend set forth in
section 14(b) hereof if the Warrant Certificate for which such substitution was
made bore such legend.
6 Duration and Exercise of WarrantsDuration and Exercise of Warrants.
a The Warrants evidenced by a Warrant Certificate shall be exercisable in
whole or in part by the registered holder thereof on any Business Day after the
Distribution Date and on or before 5:00 PM, New York City time, on the
Expiration Date.
b Upon presentation to the Corporation at the Warrant Office of the Warrant
Certificate evidencing the Warrants to be exercised, with the form of election
to purchase attached thereto duly completed, signed by the Warrant Holder, and
upon payment of an amount equal to the product of:
i0 the Exercise Price per Share; and
ii0 the number of Warrant Shares being purchased,
in lawful money of the United States of America, the Corporation shall
issue and cause to be delivered to or upon the written order of the registered
holders of such Warrants and in such name or names as such registered holder may
designate, a certificate for the Warrant Share or Warrant Shares issued upon
such exercise of the Warrants being exercised. Any Persons so designated to be
named therein shall be deemed to have become Warrant Holders of record of such
Warrant Share or Warrant Shares as of the date of exercise of such Warrants.
Any Persons so designated to be named therein shall be deemed to have
become holders of record of such Warrant Share or Warrant Shares as of the date
of exercise of such Warrants.
c If less than all of the Warrants evidenced by a Warrant Certificate are
exercised at any time, a new Warrant Certificate or Certificates shall be issued
for the remaining number of Warrants evidenced by such Warrant Certificate. Each
new Warrant Certificate so issued shall bear the legend set forth in section
14(b) hereof if the Warrant Certificate presented in connection with partial
exercise thereof bore such legend. All Warrant Certificates surrendered upon
exercise of Warrants shall be cancelled.
7 No Fractional SharesNo Fractional Shares. The Corporation shall not be
required to issue fractional Warrant Shares upon exercise of the Warrants but
shall pay for any such fraction of a share an amount in cash equal to such
fraction of the Fair Market Value of a share of Common Stock.
8 Payment of TaxesPayment of Taxes. The Corporation will pay all taxes
attributable to the initial issuance of Warrant Shares to a Warrant Holder upon
the exercise of his Warrants, provided that the Corporation shall not be
required to pay any income tax incurred by the Warrant Holder or the holder of
the Warrant Shares upon exercise of the Warrants or issuance of the Warrant
Shares.
9 Stockholder RightsStockholder Rights.
a Nothing contained in this Warrant Agreement or in any of the Warrant
Certificates shall be construed as conferring upon the holders thereof the right
to vote or to consent or to receive notice as a stockholder in respect of the
meetings of stockholders or the election of directors of the Corporation or any
other matter, or any rights whatsoever as a stockholder of the Corporation.
b Nothing contained in this Warrant Agreement or in any of the Warrant
Certificates shall be construed as imposing any obligation on the registered
holders thereof to purchase any securities or as imposing any liabilities on
such Warrant Holders as stockholders of the Corporation, whether such obligation
or liabilities are asserted by the Corporation or by creditors of the
Corporation.
10 Reservation and Issuance of Warrant SharesReservation and Issuance of
Warrant Shares.
a The Corporation will at all times have authorized, and reserve and keep
available, for the purpose of enabling it to satisfy any obligation to issue
Warrant Shares upon the exercise of the Warrants, the number of shares of Common
Stock deliverable upon exercise of all outstanding Warrants.
b The Corporation will take any corporate action which may be necessary in
order that the Corporation may validly and legally issue fully paid and
nonassessable Warrant Shares at the Exercise Price per Share.
c The Corporation covenants that all Warrant Shares will, upon issuance to
the Warrant Holder in accordance with the terms of this Warrant Agreement and
the Corporation's certificate of incorporation, be fully paid and nonassessable
and free from all taxes with respect to the issuance thereof and from all liens,
charges and security interests (other than any created by or on behalf of any
Warrant Holder).
11 Obtaining of Governmental Approvals and Stock Exchange ListingsObtaining
of Governmental Approvals and Stock Exchange Listings. The Corporation will, at
its own expense, from time to time take all action which may be necessary to
obtain and keep effective any and all permits, consents, orders and approvals of
governmental agencies and authorities which are or become requisite in
connection with the issuance, sale, transfer and delivery of the Warrant
Certificates and the exercise of the Warrants and the issuance, sale, transfer
and delivery of the Warrant Shares, and all action which may be necessary so
that any Common Stock, immediately upon its issuance upon the exercise of
Warrants, will be listed on each securities exchange or listing or quotation
service, if any, on which the Common Stock is then listed.
12 Adjustment of Exercise Price per Share and number of Warrant Shares
issuable on exercise of WarrantsAdjustment of Exercise Price per Share and
number of Warrant Shares issuable on exercise of Warrants.
a Prior to the Expiration Date, the Exercise Price per Share, and in some
cases the number of Warrant Shares issuable upon exercise of each Warrant, are
subject to adjustment from time to time in the manner provided in this section
12 upon the occurrence of any of the events enumerated in this section~12.
b In the event that the Corporation shall at any time after the
Distribution Date:
i0 declare a dividend or make a distribution on any series of its Common
Stock in shares of any series of its Common Stock;
ii0 subdivide or reclassify shares of any series of its outstanding Common
Stock into a greater number of shares;
iii0 combine shares of any series of its outstanding Common Stock into a
smaller number of shares;
iv0 pay a dividend or make a distribution on any series of its Common Stock
in shares of any series of its Capital Stock other than Common Stock; or
v0 issue by reclassification of any series of its Common Stock shares of
any series of its Capital Stock;
then each Warrant outstanding on the record date for such dividend or
distribution or on the effective date of such subdivision, reclassification or
combination shall thereafter entitle the holder thereof to receive the aggregate
number and kind of shares, other securities and property which, if such Warrant
had been exercised immediately prior to such time, such holder would have owned
or have become entitled to receive by virtue of such dividend, distribution,
subdivision, reclassification or combination and, if after such dividend,
distribution, subdivision, reclassification or combination the Warrants continue
to represent the right to purchase only shares of Common Stock (and not other
securities or property), the Exercise Price per Share shall be adjusted to be an
amount equal to the product of:
(x) the Exercise Price per Share in effect immediately prior to such
dividend, distribution, subdivision, reclassification or combination and
(y) the ratio of:
(1) the number of shares of Common Stock issuable on exercise of a single
Warrant immediately before giving effect to the dividend, distribution,
subdivision, reclassification or combination and
(2) the number of shares of Common Stock issuable on exercise of a single
Warrant immediately after giving effect to such dividend, distribution,
subdivision, reclassification or combination.
If after such dividend, distribution, subdivision, reclassification or
combination the Warrants represent the right to purchase securities other than
shares of Common Stock or other property, the Exercise Price per Share shall be
adjusted equitably. An adjustment made pursuant to this section 12(b) shall
become effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of subdivision, combination or reclassification. Such adjustment shall
be made successively whenever any event listed above shall occur.
c i0 "Full-ratchet" Anti-dilution Adjustment. In the event that the
Corporation shall at any time after the Distribution Date issue any shares of
Common Stock (or any rights, warrants, options or convertible or exercisable
securities entitling the holders thereof to subscribe for or purchase any shares
of Common Stock, or any stock appreciation rights entitling the holders thereof
to any interest in an increase in value, however measured, of shares of Common
Stock) other than in a Qualifying Transaction and other than in an Excluded
Transaction, at an Effective Purchase Price per Share less than the Exercise
Price per Share in effect immediately prior to such issuance, then:
(1) the Exercise Price per Share shall be adjusted to be an amount equal to
such Effective Price per Share and
(2) no adjustment shall be made as a result of such issuance in the number
of Warrant Shares issuable on exercise of the Warrants.
For example, if on any given date the Corporation issues (other than in a
Qualifying Transaction and other than in an Excluded Transaction) warrants
exercisable at $3.00 per share to purchase shares of Common Stock for a purchase
price of $5.00 per warrant and the Exercise Price per Share in effect
immediately prior to such issuance is $8.25 per share, then the Exercise Price
per Share will be adjusted to $8.00 per share and no adjustment will be made in
the number of Warrant Shares issuable upon exercise of a Warrant.
ii0 "Proportional" Anti-dilution Adjustment. In the event that the
Corporation shall at any time after the Distribution Date issue any shares of
Common Stock (or any rights, warrants, options or convertible or exercisable
securities entitling the holders thereof to subscribe for or purchase any shares
of Common Stock, or any stock appreciation rights entitling the holders thereof
to any interest in an increase in value, however measured, of shares of Common
Stock) in a Qualifying Transaction or in an Excluded Transaction described in
clause (i) or (ii) of the definition of that term, at an Effective Purchase
Price per Share less than the Exercise Price per Share in effect immediately
prior to such issuance, then:
(1) the Exercise Price per Share shall be adjusted to be an amount equal to
the ratio of:
(a) the sum of:
(i) the product of:
1 the number of shares of Common Stock outstanding immediately prior to
such issuance and
2 the Exercise Price per Share in effect immediately prior to such issuance
and
(ii) the Aggregate Consideration Receivable by the Corporation in
connection with such issuance, to
(b) the sum of:
(i) the number of shares of Common Stock outstanding immediately prior to
such issuance and
(ii) the number of additional shares of Common Stock to be so issued
(including the number of shares underlying such rights, warrants, options or
convertible or exercisable securities); and
(2) no adjustment shall be made as a result of such issuance in the number
of Warrant Shares issuable on exercise of the Warrants.
For example, if on any given date the Corporation has 10,000,000 shares of
Common Stock outstanding, the Corporation issues (in a Qualifying Transaction or
in an Excluded Transaction described in clause (i) or (ii) of the definition of
that term) warrants exercisable at $3.00 per share to purchase an additional
1,000,000 shares of Common Stock for a purchase price of $5.00 per warrant and
the Exercise Price per Share in effect immediately prior to such issuance is
$8.25 per share, then the Exercise Price per Share shall be adjusted to $8.227
per share (calculated as follows: $8.227 per share = [(10,000,000 shares x $8.25
per share) + $8,000,000] / (10,000,000 shares + 1,000,000 shares), and no
adjustment will be made in the number of Warrant Shares issuable upon exercise
of a Warrant.
d No change in either the Exercise Price per Share or the number of Warrant
Shares issuable upon exercise of the Warrants shall occur solely as the result
of the issuance by the Corporation at any time after the Distribution Date of
any shares of Common Stock (or any rights, warrants, options or convertible or
exercisable securities entitling the holders thereof to subscribe for or
purchase any shares of Common Stock or any stock appreciation rights entitling
the holders thereof to any interest in an increase in value, however measured,
of shares of Common Stock) in an Excluded Transaction described in clause (iii)
of the definition of that term.
e In case all or any portion of the consideration to be received by the
Corporation may be paid in a form other than cash, the value of such
consideration shall be determined in good faith by the Board of Directors or a
duly authorized committee thereof (irrespective of the accounting treatment
thereof), and described in a resolution of the Board of Directors or such
committee. An adjustment made pursuant to section 12(c) hereof shall become
effective immediately upon the effective date of the issuance resulting in such
adjustment. Such adjustment shall be made successively whenever any shares,
rights, warrants, options or convertible or exercisable securities are so issued
at an Effective Purchase Price per Share that is less than the Exercise Price
per Share in effect on the date of such issuance. To the extent that any such
rights, warrants, options or convertible or exercisable securities or stock
appreciation rights expire without having been converted or exercised, each
Warrant outstanding shall, as of the date of such expiration, have the same
Exercise Price per Share as would have been the case had such expired rights,
warrants, options, convertible or exercisable securities or stock appreciation
rights not been issued, but such readjustment shall not affect the Exercise
Price per Share paid for any shares of Common Stock or other shares of Capital
Stock delivered upon any exercise prior to the date such readjustment is made.
f In the event that the Corporation shall distribute to all holders of its
Common Stock any of its assets or debt securities, or rights, options, warrants
or convertible or exercisable securities of the Corporation (including
securities for cash, but excluding:
i0 distributions of Capital Stock referred to in section 12(b) hereof,
ii0 distributions of rights, warrants, options, convertible or exercisable
securities or stock appreciation rights referred to in section 12(c) hereof, if
the decrease in the Exercise Price per Share under section 12(c) hereof would be
greater than the decrease in the Exercise Price per Share under this section
12(f) (with section 12(c) applying rather than this section 12(f)), and
iii0 cash dividends or other cash distributions that are paid out of
Consolidated Net Income for any dividend period, earned surplus or retained
earnings,
then in each such case:
(1) the Exercise Price per Share shall be adjusted to be an amount equal to
the difference between:
(a) the Exercise Price per Share in effect immediately prior to such
issuance and
(b) an amount equal to the then fair market value (as reasonably determined
by the Board of Directors, in good faith and as described in a resolution of the
Board of Directors) of the portion of the assets or debt securities of the
Corporation so distributed or of such rights, options, warrants or convertible
or exercisable securities applicable to one share of Common Stock, and
(2) no adjustment shall be made in any such case in the number of Warrant
Shares issuable on exercise of the Warrants.
Such adjustment shall become effective immediately after the record date
for the determination of shares entitled to receive such distribution.
Notwithstanding the foregoing, no such adjustment shall be made upon any such
distribution if the plan or arrangement under which such distribution is made
provides for a distribution to holders of Warrant Shares in the same pro rata
amounts upon exercise of the Warrants. Such adjustment shall be made
successively whenever any event listed above shall occur.
g If at any time, as a result of an adjustment made pursuant to this
section 12, the holder of any Warrant thereafter exercised shall become entitled
to receive any shares of the Corporation other than shares of Common Stock,
thereafter the number of such other shares so receivable upon exercise of any
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this section 12, and the provisions of this Warrant
Agreement with respect to the Warrant Shares shall apply on like terms to such
other shares.
h If any of the following events occur, namely:
i0 any reclassification or change of Warrant Shares (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 subdivision or combination);
ii0 any consolidation or merger of the Corporation with another Person
shall be effected as a result of which holders of Warrant Shares shall be
entitled to receive stock, securities or other property or assets (including
cash) with respect to or in exchange for Warrant Shares; or
iii0 any sale or conveyance of the properties and assets of the Corporation
as, or substantially as, an entirety to any other Person;
then the Corporation or such successor or purchasing Person, as the case
may be, shall make provisions to establish that each Warrant then outstanding
shall be exercisable for the kind and amount of shares of stock and other
securities or property or assets (including cash) receivable upon the occurrence
of such event by a holder of Warrant Shares immediately prior to such event. The
Corporation shall not consummate any such event unless, prior to or
simultaneously with such consummation, the successor Person (if other than the
Corporation) resulting from such consolidation or merger or the Person
purchasing such properties and assets shall assume by written instrument, the
obligation to deliver to each Warrant Holder the shares of stock, securities or
assets to which, in accordance with the foregoing provisions, such holder may be
entitled and all other obligations of the Corporation under this Warrant
Agreement. The provisions of this section 12(h) shall similarly apply to
successive reclassifications, consolidations, mergers, sales and conveyances.
i Irrespective of any adjustments in the number or kind of shares
purchasable upon the exercise of the Warrant, Warrant Certificates theretofore
or thereafter issued may continue to express the same number and kind of shares
as are stated on the Warrant Certificates initially issuable pursuant to this
Warrant Agreement.
j Anything in this section 12 to the contrary notwithstanding, the
Corporation shall be entitled to make such decreases in the Exercise Price per
Share and such increases in the number of Warrant Shares issuable upon the
exercise of each Warrant, in addition to those adjustments required by this
section 12, as it in its sole discretion shall determine to be advisable in
order that any dividends, distributions or, issuances of securities, rights,
options, warrants or convertible or exchangeable securities made by the
Corporation to its stockholders shall not be taxable to them.
13 Notices to HoldersNotices to Holders.
a Upon any adjustment pursuant to section 12 hereof in the Exercise Price
per Share or in the number of Warrant Shares issuable upon exercise of a
Warrant, the Corporation shall promptly but in any event within 30 days
thereafter, cause to be given to each of the Warrant Holders, at its address
appearing on the Warrant Register by registered mail, postage prepaid, return
receipt requested, a certificate signed by its chairman, president or chief
financial officer setting forth the Exercise Price per Share and the number of
Warrant Shares purchasable upon exercise of a Warrant as so adjusted and
describing in reasonable detail the facts accounting for such adjustment and the
method of calculation used. When appropriate, such certificate may be given in
advance and included as a part of the notice required to be mailed under the
other provisions of this section 13.
b In the event:
i0 that the Corporation shall authorize the issuance to all holders of
Common Stock of rights or warrants to subscribe for or purchase Capital Stock of
the Corporation or of any other subscription rights or warrants;
ii0 that the Corporation shall authorize the distribution to all holders of
Common Stock of evidences of its indebtedness or assets (including, without
limitation, cash dividends or cash distributions payable out of consolidated
earnings or earned surplus or dividends payable in Common Stock);
iii0 of any consolidation or merger to which the Corporation is a party and
for which approval of any stockholders of the Corporation is required, or of the
conveyance or transfer of the properties and assets of the Corporation
substantially as an entirety, or of any capital reorganization or
reclassification or change of the Common Stock (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);
iv0 of the voluntary or involuntary dissolution, liquidation or winding up
of the Corporation; or
v0 that the Corporation proposes to take any other action which would
require an adjustment in the Exercise Price per Share or in the number of
Warrant Shares or other securities or assets to which each holder is entitled
pursuant to section 12 hereof;
then the Corporation shall cause to be given to each of the Warrant Holders
at its address appearing on the Warrant Register, at least 30 calendar days
prior to the applicable record date, if any, hereinafter specified, or, if no
such record date is specified, 30 calendar days prior to the taking of any
action referred to in clauses (i) through (v) above (except that, if the action
taken by the Corporation is an issuance described in section 12(c)(i) or (ii)
hereof, then as promptly as possible but in no event later than the date that
the Corporation provides public notice of such issuance), by registered mail,
postage prepaid, return receipt requested, a written notice stating (i) the date
as of which the holders of record of Common Stock to be entitled to receive any
such rights, warrants or distribution are to be determined, or (ii) the date on
which any such consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up is expected to become effective, or (iii) the date as
of which any such other action is to be effected, and, if applicable and known
to the Corporation, the date as of which it is expected that holders of record
of Common Stock shall be entitled to exchange their shares for securities or
other property, if any, deliverable upon such reclassification, consolidation,
merger, conveyance, transfer, dissolution, liquidation or winding up; provided,
however, that in the event that the Corporation provides public notice of such
proposed action or event specifying the information set forth above at least 10
days prior to the proposed record date or effective date, then the Corporation
shall be deemed to have satisfied its obligation to provide notice pursuant to
this section 13(b). The failure to give the notice required by this section 13
or any defect therein shall not affect the legality or validity of any
distribution, right, warrant, consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up or other action referred to above, or the
vote upon any such action.
c The Corporation shall promptly, but in any event no less than 30 days
prior to the effective date of any Change in Control, cause to be given to each
of the registered holders of the Warrants, at its address appearing on the
Warrant Register by registered mail, postage prepaid, return receipt requested,
written notice of the pendency of such Change in Control.
14 Restrictions on TransferRestrictions on Transfer; Subsequent Transferees
as Third Party Beneficiaries.
a The Warrant Holder (i)~represents that it is acquiring the Warrants for
its own account for investment and not with a view to any distribution or public
offering within the meaning of the Securities Act, (ii)~acknowledges that the
Warrants and the Warrant Shares issuable upon exercise thereof have not been
registered under the Securities Act or any state securities laws and
(iii)agrees that it will not sell or otherwise transfer any of its Warrants or
Warrant Shares except upon the terms and conditions specified herein, provided
that the Warrant Holders may sell the Warrants or the Warrant Shares purchased
upon exercise of the Warrants in one or more private transactions not requiring
registration under the Securities Act.
b Except as otherwise provided in section~14(d) hereof, each Warrant
Certificate and each certificate for the Warrant Shares issued to a Warrant
Holder shall include a legend in substantially the following form (with such
changes therein as may be appropriate to reflect whether such legend refers to
Warrants or Warrant Shares), provided that such legend shall not be required if
such transfer is being made in connection with a sale which is exempt from
registration pursuant to Rule~144 under the Securities Act or if the opinion of
counsel referred to in section~14(c) hereof is to the further effect that
neither such legend nor the restrictions on transfer in this section~14 are
required in order to ensure compliance with the Securities Act:
THE [WARRANTS, AND THE SHARES ISSUABLE ON EXERCISE OF THE WARRANTS,]
[SHARES] REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SUCH ACT OR LAWS.
c Each Warrant Holder wishing to effect such a transfer of any Warrant or
Warrant Shares shall furnish to the Corporation an agreement by the transferee
thereof that it is taking and holding the same subject to the terms and
conditions specified herein and a written opinion of such Warrant Holder's
counsel, in form reasonably satisfactory to the Corporation, to the effect that
the proposed transfer may be effected without registration under the Securities
Act and any applicable state securities laws.
d The restrictions set forth in this section~14 shall terminate and cease
to be effective with respect to any Warrants or Warrant Shares registered under
the Securities Act or receipt by the Corporation of an opinion of counsel, in
form reasonably satisfactory to the Corporation, to the effect that compliance
with such restrictions is not necessary in order to comply with the Securities
Act and any applicable state securities laws with respect to the transfer of the
Warrants and/or the Warrant Shares. Whenever such restrictions shall so
terminate the holder of such Warrants and/or Warrant Shares shall be entitled to
receive from the Corporation, without expense (other than transfer taxes, if
any), Warrant Certificates or certificates for such Warrant Shares not bearing
the legend set forth in section~14(b) hereof and the Corporation will rescind
any transfer restrictions relating thereto.
e It is the intention of the parties hereto that each Warrant Holder who
acquires Warrants by transfer be a third party beneficiary, to the extent of
Warrants acquired and held by such Warrant Holder, of the provisions of this
Warrant Agreement that bestow rights on Warrant Holders.
15 Covenants. Holdings covenants to include in any filings made with any
taxing authority the issuance of these warrants as being pursuant to the plan of
reorganization (with respect to the distribution of the Corporation by IFG).
16 Amendments and Waivers. Amendments and Waivers. Any provision of this
Warrant Agreement may be amended, supplemented, waived, discharged or terminated
by a written instrument signed by the Corporation and the holders of not less
than a majority of the outstanding Warrants, provided that the Exercise Price
per Share may not be increased by amendment, the number of Warrant Shares
issuable upon exercise of the Warrants may not be reduced by amendment and this
section~15 may not be changed by amendment except with the unanimous consent of
the holders of outstanding Warrants.
17 Specific Performance. Specific Performance. The holders of the Warrants
shall have the right to specific performance by the Corporation of the
provisions of this Warrant Agreement. The Corporation hereby irrevocably waives,
to the extent that it may do so under applicable law, any defense based on the
adequacy of a remedy at law which may be asserted as a bar to the remedy of
specific performance in any action brought against the Corporation for specific
performance of this Warrant Agreement by the holders of the Warrants.
18 Notices.Notices.
a Any notice or demand to be given or made by the Warrant Holders or the
holders of Warrant Shares to or on the Corporation pursuant to this Warrant
Agreement shall be sufficiently given or made if sent by registered mail, return
receipt requested, postage prepaid, addressed to the Corporation at the Warrant
Office.
b Any notice to be given by the Corporation to the Warrant Holders or the
holders of Warrant Shares shall be sufficiently given or made if sent by
registered mail, return receipt requested, postage prepaid, addressed to such
holder as such holder's name and address shall appear on the Warrant Register or
the Common Stock registry of the Corporation, as the case may be.
19 Binding Effect. Binding Effect. This Warrant Agreement shall be binding
upon and inure to the sole and exclusive benefit of the Corporation and the
Warrant Holder, and their respective successors and assigns.
20 Continued Validity.Continued Validity. A holder of Warrant Shares shall
continue to be entitled with respect to such Warrant Shares to all rights and
subject to all obligations to which it would have been entitled or subject as a
holder under sections~14 through 22 hereof.
21 Counterparts. Counterparts. This Warrant Agreement may be executed in
one or more separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
22 New York Law. New York Law. THIS WARRANT AGREEMENT AND EACH WARRANT
CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
23 Benefits of This Agreement. Benefits of This Agreement. Nothing in this
Warrant Agreement shall be construed to give any Person other than the
Corporation and the Warrant Holder any legal or equitable right, remedy or claim
under this Warrant Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Warrant Agreement to
be duly executed and delivered by their proper and duly authorized officers, as
of the date and year first above written.
INSIGNIA/ESG HOLDINGS, INC.
By:/s/ Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman and Chief Executive Officer
APTS PARTNERS, L.P.
By: APTS GP Partners, L.P.,
its general partner
By: APTS Acquisition Corporation,
its general partner
By:/s/ Xxxx X. X. Xxxxxxxxx
---------------------------
Name: Xxxx X. X. Xxxxxxxxx
Title: Vice President
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0839/39038-028 NYLIB2/549862 v5 10/07/98 10:39 AM (10559)
EXHIBIT A
FORM OF WARRANT CERTIFICATE
THE WARRANTS, AND THE SHARES ISSUABLE ON EXERCISE OF THE WARRANTS,
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SUCH ACT OR LAWS.
EXERCISABLE ONLY ON OR BEFORE
SEPTEMBER 1, 1999
[Date] Warrant Certificate Warrant No. [ ]
This Warrant Certificate is one of the Warrant Certificates referred to in
the Warrant Agreement dated as of September 15, 1998 (the "Warrant Agreement")
between the Corporation and APTS Partners, L.P., a Delaware limited partnership.
The Warrant Agreement is hereby incorporated by reference in and made a part of
this instrument and is hereby referred to for a description of the rights,
limitations, obligations, duties and immunities thereunder of the Corporation
and the holders of Warrants. Terms defined in the Warrant Agreement and used
herein have the same meanings herein as therein.
This Warrant Certificate certifes that___________________ , or registered
assigns, is the registered holder of _____ Warrants to purchase shares of Common
Stock of INSIGNIA/ESG HOLDINGS, INC., a Delaware corporation (the
"Corporation"). Each Warrant entitles the holder, but only subject to the
conditions set forth herein and in the Warrant Agreement, to purchase from the
Corporation before 5:00~PM, New York City time, on the Expiration Date, one
fully paid and nonassessable share of Common Stock (subject to adjustment as
described below) at a price equal to the Exercise Price per Share.
The Exercise Price per Share shall be payable in lawful money of the United
States of America. The Warrants represented by this certificate may be exercised
by surrender of this Warrant Certificate, along with an executed copy of the
annexed Form of Election to Purchase and payment of the applicable Exercise
Price at the office of the Corporation at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, or such other address as the Corporation may specify in writing to the
registered holder of the Warrants evidenced hereby. The Exercise Price per Share
and the number of shares of Common Stock purchasable upon exercise of the
Warrants is subject to adjustment prior to the Expiration Date as set forth in
the Warrant Agreement.
No Warrant may be exercised after 5:00~PM, New York City time, on the
Expiration Date and (except as otherwise provided in the Warrant Agreement) all
rights of the registered holders of the Warrants shall cease after 5:00~PM, New
York City time, on the Expiration Date.
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0839/39038-028 NYLIB2/549862 v5 10/07/98 10:39 AM (10559)
The Corporation may deem and treat the registered holders of the Warrants
evidenced hereby as the absolute owners thereof (notwithstanding any notation of
ownership or other writing hereon made by anyone) for the purpose of any
exercise hereof and of any distribution to the holders hereof and for all other
purposes, and the Corporation shall not be affected by any notice to the
contrary.
This Warrant Certificate, when surrendered at the Warrant Office by the
registered holder hereof in person or by a legal representative duly authorized
in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like tenor registered
in the name of the holder and representing in the aggregate a like number of
Warrants.
Upon due presentment for registration of transfer of this Warrant
Certificate at the Warrant Office, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued in exchange for this Warrant Certificate to the
transferee(s) and, if less than all the Warrants evidenced hereby are to be
transferred, to the registered holder hereof, subject to the limitations
provided in the Warrant Agreement, without charge except for any tax or other
governmental charge imposed in connection therewith.
IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to
be signed by its duly authorized officers and has caused its corporate seal to
be affixed hereunto.
INSIGNIA/ ESG HOLDINGS, INC.
By:__________________________
Name:
Title:
(CORPORATE SEAL)
ATTEST
____________________________
Secretary
FORM OF ELECTION TO PURCHASE
(To be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise, in accordance with
section 6(b) of the Warrant Agreement, _________Warrants, representing the right
to purchase________ shares of Common Stock, and herewith tenders payment for
such shares of Common Stock to the order of the Corporation in the amount of
$________ as payment of the exercise price in accordance with the terms hereof.
The undersigned requests that a certificate for such shares of Common Stock
be registered in the name _______________ of whose address __________________ is
and that such certificate be delivered to_______________ whose address
is_________________ . If said number of shares of Common Stock is less than all
of the shares of Common Stock purchasable hereunder, the undersigned hereby
requests that a new Warrant Certificate representing the remaining balance of
the Warrants be registered in the name of_______________ whose address
is_______________ and that such Warrant Certificate be delivered
to_________________ whose address is_____________________ .
Signature:
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)
Date:
