Please issue a certificate representing the shares of the Common Stock in the name of the undersigned or in such other name as is specified below:
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below: ---------------------------------------- The Warrant Shares shall be delivered to the following: ---------------------------------------- ---------------------------------------- ----------------------------------------
Please issue a certificate or certificates representing the Shares (or the number of shares of Common Stock remaining after application of the net exercise provisions of Section 2 (iii) of the attached warrant) in the name of the undersigned or in such other name as is specified below: __________________________ (Name) __________________________ __________________________ (Address)
Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below: ______________________________________ Date: _________________________ Sutro & Co. Incorporated By: __________________________________ Name: (Print) ________________________ Its: _________________________________ 42 ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned registered owner of the attached Common Stock Purchase Warrant (the "Warrant") hereby sells, assigns, and transfers unto the Assignee named below all of the rights of the undersigned under the Warrant with respect to the number of shares of the common stock (the "Common Stock") of International Aircraft Investors (the "Company") set forth below: Name of Assignee Address Number of Shares and does hereby irrevocably constitute and appoint ___________________________, attorney-in-fact, to make such transfer on the books and records of the Company maintained for this purpose, with full power of substitution and resubstitution. The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of Common Stock issuable on exercise hereof are being acquired for investment and not with a view toward distribution or resale, and that the Assignee will not offer, sell, or otherwise dispose of this Warrant or any shares of Common Stock issuable on exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws. Further, in compliance with Section 7.3 of the Warrant, the Assignee shall, if requested by the Company, confirm in writing in a form satisfactory to the Company that this Warrant or any shares of Common Stock issuable on exercise hereof are being acquired for investment and not with a view toward distribution or resale. Date: __________________________ ___________________________________ ___________________________________ ___________________________________ 43 EXHIBIT B REGISTRATION RIGHTS AGREEMENT 44 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of _________, 1997, by and among International Aircraft Investors, a California corporation (the "Company") and Sutro & Co. Incorporated, a Delaware corporation.
Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name or names as are specified below
Please issue. An Irrevocable Documentary Credit as per following conditions for our account and at our risk which is to be routed through one of your Correspondent Banks by SWIFT Other......................................................
Please issue a certificate representing the shares of Common Stock in the name of the Holder or in such other name as is specified below: Name: ------------------------- Address: ------------------------- -------------------------
Taxpayer I. D.: -------------------
Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below: ------------------------------- (Name) ------------------------------- ------------------------------- ------------------------------- (Address)
Please issue a certificate representing the shares of Common Stock in the name of the Holder or in such other name as is specified below and, if this is less than a full exercise of the Warrant, issue a replacement Warrant for the balance of the shares purchasable under the Warrant surrendered herewith:
Please issue a stock certificate or certificates representing the appropriate number of Shares in the name of the undersigned or in such other names as is specified below; Name: ------------------------------------------------ Address: ---------------------------------------------