NUMBER (SEE REVERSE SIDE FOR LEGEND) WARRANTS
___________ - (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY TIME, _____________, 2011
WESTERN UNITED FINANCIAL CORPORATION
[CUSIP #]
WARRANT
THIS CERTIFIES THAT, for value received ________________________________________
is the registered holder of a Warrant or Warrants expiring _____________, 2011
(the "Warrant") to purchase one fully paid and non-assessable share of Common
Stock, par value $.01 per share ("Shares"), of Western United Financial
Corporation, a Delaware corporation (the "Company"), for each Warrant evidenced
by this Warrant Certificate. The Warrant entitles the holder thereof to purchase
from the Company, commencing on the later of (i) the completion of the initial
acquisition by the Company of one or more banks, thrifts and their respective
holding companies and other financial services organizations through a merger,
capital stock exchange, asset acquisition, exchangeable share transaction, stock
purchase or other similar business combination, and (ii)
___________________________, 2008 [one year after the effective date of the
registration statement], such number of Shares of the Company at the price of
[$6.00][$7.50] per share, upon surrender of this Warrant Certificate accompanied
by the annexed duly executed subscription form and payment of the Warrant Price
at the office or agency of Xxxxx Fargo Bank, N.A. (the "Warrant Agent") (such
payment to be made by check payable to the Warrant Agent), but only subject to
the conditions set forth herein and in the warrant agreement between the Company
and Xxxxx Fargo Bank, N.A. (the "Warrant Agreement"). The Warrant Agreement
provides that upon the occurrence of certain events the Warrant Price and the
number of Warrant Shares purchasable hereunder, set forth on the face hereof,
may, subject to certain conditions, be adjusted. The term Warrant Price as used
in this Warrant Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised.
No fraction of a Share will be issued upon any exercise of a Warrant.
If the holder of a Warrant would be entitled to receive a fraction of a Share
upon any exercise of a Warrant, the Company shall, upon such exercise, round up
to the nearest whole number the number of Shares to be issued to such holder.
Upon any exercise of the Warrant for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder
hereof or his assignee a new Warrant Certificate covering the number of Shares
for which the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the
Warrant Agent by the registered holder hereof in person or by attorney 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 and evidencing in the aggregate a like number of Warrants.
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Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any applicable tax or other
governmental charge.
The Company and the Warrant Agent may deem and treat the registered
holder as the absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, of any distribution to the registered holder, and for
all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.
This Warrant does not entitle the registered holder to any of the
rights of a stockholder of the Company.
The Company reserves the right to call the Warrant at any time prior to
its exercise, with a notice of call in writing to the holders of record of the
Warrant, giving thirty (30) days prior written notice of such call at any time
after the Warrant becomes exercisable if the last sale price of the Shares has
been at least $11.50 per share (the "Trigger Price") on any twenty (20) trading
days within any thirty (30) trading day period ending on the third business day
prior to the date on which notice of such call is given. The Warrant may not be
called unless the Warrant and the Shares are covered by an effective
registration statement and a current prospectus from the beginning of the
measurement period through the date fixed for the call. The call price of the
Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered
back to the Company by the end of the date specified in the notice of call shall
be canceled on the books of the Company and have no further value except for the
$.01 call price. The Trigger Price is subject to adjustments as provided in the
Warrant Agreement.
By :
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President Secretary
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