1
Exhibit 1b
WARRANTS
UNDERWRITER'S WARRANT
Dated:_____________, 1996
THIS CERTIFIES THAT Toluca Pacific Securities Corporation (the
"Holder") is entitled to purchase from HOMEOWNERS FINANCIAL CORP., a Delaware
corporation (the "Company"), up to 127,000 shares of the Company's common stock,
$.01 par value (the "Shares"), and/or 127,000 redeemable common stock purchase
warrants (the "Redeemable Warrants"; together with the Shares, the "Securities")
to purchase one share of Common Stock at $ per share (the "Redeemable Warrant
Exercise Price") at a purchase price of $ per Share (the "Share Exercise Price")
and $ per Redeemable Warrant (the "Warrant Exercise Price," collectively, with
the Share Exercise Price, the "Exercise Prices"), subject to adjustment as
provided in paragraph 8 hereof, at any time during the 48 month period
commencing 12 months from the effective date of the Registration Statement
(defined below). This Underwriter's Warrant (the "Underwriter's Warrant") is
exercisable to purchase an aggregate of Shares and Redeemable Warrants, issued
pursuant to an Underwriting Agreement dated , 1996, between the Company and
Toluca Pacific Securities Corporation (the "Underwriter") (as defined in the
Underwriting Agreement), in connection with a public offering, through the
Underwriter, of up to 1,270,000 shares of Common Stock and 1,270,000 Redeemable
Warrants as therein described (hereinafter referred to as the "Public
Securities") and in consideration of $10.00 received by the Company for the
Underwriter's Warrant. The Shares and Redeemable Warrants issuable pursuant to
the Underwriter's Warrant shall have same terms and conditions as the shares of
Common Stock and Redeemable Warrants making up the Public Securities, as
described under the caption "Description of Securities" in the Company's
Registration Statement on Form SB-2, File No. 33-94882 (the "Registration
Statement"), except that the Holder shall have registration rights under the
Securities Act of 1933 (the "Act"), for the Underwriter's Warrant, the Shares
and Redeemable Warrants.
1. The rights represented by this Underwriter's Warrant shall be
exercised at the price, subject to adjustment in accordance with paragraph 8
hereof, and during the periods as follows:
(a) During the period from the date hereof to
, 1997 [12 months from the effective date] (the
"Initial Period"), inclusive, the Holder shall have
no right to purchase any Securities hereunder.
(b) Between , 1997 and , 2001 [5
years from the effective date] (the "Expiration
Date") inclusive, the Holder shall have the option to
purchase Shares hereunder at a price of $ per
Share and to purchase Redeemable Warrants at a
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price of $ per Redeemable Warrant [120% above the
public offering price of the Shares and Redeemable
Warrants], subject to adjustment as provided in
paragraph 8 hereof.
(c) After the Expiration Date, the Holder shall have no
right to purchase any Securities hereunder.
2. (a) The rights represented by this Underwriter's Warrant may be
exercised at any time within the periods above specified, in whole or in part,
by (i) the surrender of the Underwriter's Warrant (with the purchase form at the
end hereof properly executed) at the principal executive office of the Company
(or such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company); (ii) payment to the Company of the exercise price then in effect for
the number of Securities specified in the above-mentioned purchase form together
with applicable stock transfer taxes, if any; and (iii) delivery to the Company
of a duly executed agreement signed by the person(s) designated in the purchase
form to the effect that such person(s) agree(s) to be bound by the provisions of
paragraph 6 and subparagraphs (b), (c) and (d) of paragraph 7 hereof. The
Underwriter's Warrant shall be deemed to have been exercised, in whole or in
part to the extent specified, immediately prior to the close of business on the
date the Underwriter's Warrant is surrendered and payment is made in accordance
with the foregoing provisions of this paragraph 2, and the person or persons in
whose name or names the certificates for Shares and/or Redeemable Warrants shall
be issuable upon such exercise shall become the holder or holders of record of
such Shares and Redeemable Warrants at that time and date. Certificates
representing the Shares and Redeemable Warrants so purchased shall be delivered
to the Holder within a reasonable time, not exceeding ten (10) days, after the
rights represented by this Warrant shall have been so exercised.
(b) Notwithstanding anything to the contrary contained in
subparagraph (a) of paragraph 2, the Holder may elect to exercise this
Underwriter's Warrant in whole or in part by receiving Shares and/or Redeemable
Warrants equal to the value (as determined below) of this Underwriter's Warrant
at the principal office of the Company together with notice of such election in
which event the Company shall issue to the Holder a number of Shares and/or
Redeemable Warrants computed using the following formula:
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X = Y(A-B)
---------
A
Where: X = the number of Shares and/or Warrants to be
issued to the Holder;
Y = the number of Shares and/or Warrants to be
exercised under this Underwriter's Warrant;
A = the current fair market value of one share of
Common Stock and/or one Warrant (calculated as
described below); and
B = the Share Exercise Price and/or the Warrant
Exercise Price, as the case may be.
As used herein, the current fair market value of one share of
Common Stock shall mean the greater of (x) the average of the closing prices of
the Company's Common Stock sold on all securities exchanges on which the Common
Stock may at the time be listed and the NASDAQ National Market, or, if there
have been no sales on any such exchange or the NASDAQ National Market on such
day, the average of the highest bid and lowest asked price on such day on The
Nasdaq Stock Market or otherwise in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization (the "Market Price"), on the trading day immediately
preceding the date notice of exercise of this Underwriter's Warrant is given or
(y) the average of the Market Price per share of Common Stock for the five
trading days immediately preceding the date notice of exercise of this
Underwriter's Warrant is given. If on any date for which the Market Price per
share of Common Stock is to be determined the Common Stock is not listed on any
securities exchange or quoted on the NASDAQ National Market or on The Nasdaq
Stock Market or otherwise in the over-the-counter market, the Market Price per
share of Common Stock shall be the highest price per share which the Company
could then obtain from a willing buyer (not a current employee or director) for
shares of Common Stock sold by the Company, from authorized but unissued shares,
as determined in good faith by the Board of Directors of the Company, unless
prior to such date the Company has become subject to a merger, acquisition or
other consolidation pursuant to which the Company is not the surviving party, in
which case the Market Price per share of Common Stock shall be deemed to be the
value received by the holders of the Company's Common Stock for each share
thereof pursuant to the Company's acquisition.
The current fair market value of one Redeemable Warrant shall be
determined in a like manner, with reference to the prices per Redeemable
Warrant.
3. The Underwriter's Warrant shall not be transferred, sold,
assigned, or hypothecated (other than by will or pursuant to the
laws of descent and distribution) for a period of one year
commencing , 1996, except that it may be transferred to
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successors of the Holder, and may be assigned in whole or in part to any person
who is an officer or director of the Holder or to any member of the selling
group and/or the officers/directors or partners thereof during such period. Any
such assignment shall be effected by the Holder by (i) executing the form of
assignment at the end hereof and (ii) surrendering the Underwriter's Warrant for
cancellation at the office or agency of the Company referred to in paragraph 2
hereof, accompanied by a certificate (signed by an officer of the Holder if the
Holder is a corporation), stating that each transferee is a permitted transferee
under this paragraph 3; whereupon the Company shall issue, in the name or names
specified by the Holder (including the Holder) a new Underwriter's Warrant or
Warrants of like tenor and representing in the aggregate rights to purchase the
same number of Securities as are purchasable hereunder.
4. The Company covenants and agrees that all shares of Common Stock
which may be purchased hereunder or upon exercise of the Redeemable Warrants
will, upon issuance against payment of the purchase price therefor, be duly and
validly issued, fully paid and nonassessable, and no personal liability will
attach to the holder thereof. The Company further covenants and agrees that,
during the periods within which the Underwriter's Warrant may be exercised, the
Company will at all times have authorized and reserved a sufficient number of
shares of its Common Stock to provide for the exercise of the Underwriter's
Warrant and the Redeemable Warrants.
5. The Underwriter's Warrant shall not entitle the Holder to
any voting rights or other rights as stockholders of the Company.
6. (a)(i) The Company shall advise the Holder or its transferees,
whether the Holder holds the Underwriter's Warrant or has exercised the
Underwriter's Warrant and holds shares of Common Stock and/or Redeemable
Warrants, by written notice at least four weeks prior to the filing of any
post-effective amendment to the Registration Statement or of any new
registration statement or post-effective amendment thereto under the Act
covering any securities of the Company, for its own account or for the account
of others, except for any registration statement filed on Form S-4 or S-8
(including a Form S-3 related to a Form S-8) and will, for a period of five
years from the Effective Date, upon the request of the Holder, and subject to
subparagraph 6(a)(ii), include in any such post-effective amendment to the
Registration Statement or in any new registration statement such information as
may be required to permit a public offering of the Underwriter's Warrant, the
Common Stock issuable upon the exercise thereof or upon exercise of the
Redeemable Warrants and the Redeemable Warrants (collectively, the "Registrable
Securities"). The Company shall supply prospectuses and such other documents as
the Holder may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Securities, use its best efforts to
register and qualify any of the Registrable Securities for sale in such states
as the Holder designates and do any and all other acts and things which may be
necessary or desirable to enable the Holder to consummate the public sale or
other disposition of the Registrable
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Securities, all at no expense to the Holder or the Underwriter, and furnish
indemnification in the manner provided in paragraph 7 hereof. The Holder shall
furnish information and indemnification as set forth in paragraph 7.
(ii) If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holder as a part of the written notice given
pursuant to subparagraph 6(a)(i). If the managing underwriter determines that a
limitation of the number of shares to be underwritten is required, the
underwriter may exclude some or all Registrable Securities from such
registration (the "Excluded Registrable Securities"); provided, however, that no
other security-holder may include any such securities in such Registration
Statement if any of the Registrable Securities have been excluded from such
registration; and further provided that the Company will file a new Registration
Statement covering the Excluded Registrable Securities, at the Company's
expense, within six months after the completion of such underwritten offering.
(b) On any one occasion only, any 50.1% Holder (as defined
below) shall give notice to the Company at any time to the effect that such
Holder desires to register under the Act any or all of the Registrable
Securities under such circumstances that a public distribution (within the
meaning of the Act) of any such securities will be involved, then the Company
will promptly, but no later than eight weeks after receipt of such notice, file
a post-effective amendment to the current Registration Statement or a new
registration statement pursuant to the Act, so that such designated Registrable
Securities may be publicly sold under the Act as promptly as practicable
thereafter and the Company will use its best efforts to cause such registration
to become and remain effective (including the taking of such steps as are
necessary to obtain the removal of any stop order) within 90 days after the
receipt of such notice, provided, that such Holder shall furnish the Company
with appropriate information in connection therewith as the Company may
reasonably request in writing. Inclusive of this demand right shall be that the
50.1% Holder may, at its option, request the filing of a post-effective
amendment to the current Registration Statement or a new registration statement
under the Act, inclusive of the right granted by subparagraph 6(a) on one
occasion only during the four-year period beginning one year from the effective
date of the Registration Statement (the "Effective Date"). The 50.1% Holder may,
at its option, request the registration of the Underwriter's Warrant and/or any
of the securities underlying the Underwriter's Warrant in a registration
statement made by the Company as contemplated by subparagraph 6(a) or in
connection with a request made pursuant to this subparagraph 6(b) prior to
acquisition of the shares of Common Stock and/or Redeemable Warrants issuable
upon exercise of the Underwriter's Warrant. The 50.1% Holder may, at its option,
request such post-effective amendment or new registration statement during the
described period with respect to the Underwriter's Warrant, or separately as to
the Common Stock and/or Redeemable Warrants issuable upon the exercise of the
Underwriter's Warrant, and such
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registration rights may be exercised by the 50.1% Holder prior to or subsequent
to the exercise of this Underwriter's Warrant. Within ten days after receiving
any such notice pursuant to this subparagraph 6(b), the Company shall give
notice to any other Holder of the Underwriter's Warrant, advising that the
Company is proceeding with such post-effective amendment or registration
statement and offering to include therein the securities underlying the
Underwriter's Warrants held by the other Holder, provided that they shall
furnish the Company with such appropriate information (relating to the
intentions of such Holder) in connection therewith as the Company shall
reasonably request in writing. All costs and expenses of the post-effective
amendment or new registration statement shall be borne by the Company, except
that the Holder(s) shall bear the fees of their own counsel and any underwriting
discounts or commissions applicable to any of the securities sold by them. The
Company will maintain such registration statement or post-effective amendment
current under the Act for a period of at least nine months (and for up to an
additional three months if requested by the Holder(s)) from the effective date
thereof. The Company shall provide prospectuses, and such other documents as the
Holder(s) may request in order to facilitate the public sale or other
disposition of the Registrable Securities, use its best efforts to register and
qualify any of the Registrable Securities for sale in such states as such
Holder(s) designate and furnish indemnification in the manner provided in
paragraph 7 hereof.
(c) The term "50.1% Holder" as used in this paragraph 6 shall
mean the Holder(s) of at least 50.1% of the Underwriter's Warrant and/or the
Common Stock underlying the Underwriter's Warrant and the Redeemable Warrants
and shall include any owner or combination of owners of such securities, which
ownership shall be calculated by determining the number of shares of Common
Stock held by such owner or owners as well as the number of shares then issuable
upon exercise of the Underwriter's Warrant and the Redeemable Warrants.
(d) If at any time prior to the effectiveness of the
registration statement filed in connection with an offering pursuant to this
paragraph 6 the 50.1% Holder shall determine not to proceed with the
registration, upon notice to the Company and the payment to the Company by the
50.1% Holder of the Company's expenses, if any, theretofore incurred in
connection with the registration statement, the 50.1% Holder may terminate its
participation in the offering, and the registration statement previously filed
shall not be counted against the number of demand registrations permitted under
this paragraph 6.
(e) Notwithstanding the foregoing, if the Company shall
furnish to such 50.1% Holder a certificate signed by the President of the
Company stating that in the good faith judgment of the Board of Directors it
would be seriously detrimental to the Company or its stockholders for a
registration statement to be filed in the near future containing the disclosure
of material information required to be included therein by reason of the federal
securities laws, then the Company's obligation to use its best efforts to file
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a registration statement shall be deferred for a period during which such
disclosure would be seriously detrimental, provided that this period will not
exceed 30 days and provided further, that the Company shall not defer its
obligation in this matter more than once in any 12 month period.
7. (a) Whenever pursuant to paragraph 6 a registration statement
relating to the Underwriter's Warrant or any Common Stock issued or issuable
upon the exercise of the Underwriter's Warrant or the Redeemable Warrants, or
any Redeemable Warrants is filed under the Act, amended or supplemented, the
Company will indemnify and hold harmless each Holder of the securities covered
by such registration statement, amendment or supplement (such Holder being
hereinafter called the "Distributing Holder"), and each person, if any, who
controls (within the meaning of the Act) the Distributing Holder, and each
underwriter (within the meaning of the Act) of such securities and each person,
if any, who controls (within the meaning of the Act) any such underwriter,
against any losses, claims, damages or liabilities, joint or several, to which
the Distributing Holder, any such controlling person or any such underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities, or actions in respect thereof, arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any such registration statement or any preliminary prospectus or
final prospectus constituting a part thereof or any amendment or supplement
thereto, or arise out of or are based upon the omission or the alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading and will reimburse the Distributing
Holder or such controlling person or underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in said registration statement, said preliminary prospectus, said
final prospectus or said amendment or supplement in reliance upon and in
conformity with written information furnished by such Distributing Holder or any
other Distributing Holder for use in the preparation thereof.
(b) The Distributing Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act) against
any losses, claims, damages or liabilities, joint or several, to which the
Company or any such director, officer or controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out of or are based upon any
untrue or alleged untrue statement of any material fact contained in said
registration statement, said preliminary prospectus, said final prospectus, or
said amendment or supplement, or arises out of or are based upon
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the omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in said
registration statement, said preliminary prospectus, said final prospectus or
said amendment or supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder for use in the preparation
thereof; and will reimburse the Company or any such director, officer or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action.
(c) Promptly after receipt by an indemnified party under this
paragraph 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
paragraph 7.
(d) In case any such action is brought against any indemnified
party, and it notified an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in and, to the extent that it
may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
paragraph 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
8. (a) The Share Exercise Price in effect at any time and the number
and kind of securities purchasable upon the exercise of the Underwriter's
Warrant shall be subject to adjustment from time to time upon the happening of
certain events hereinafter described; provided, however, that no adjustment
shall be required in respect of the shares issuable upon exercise of the
Redeemable Warrants.
(i) In case the Company shall (a) declare a
dividend or make a distribution on its outstanding shares of Common Stock in
shares of Common Stock, (b) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (c) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, or (d) the
outstanding shares of Common Stock of the Company are at any time changed into
or exchanged for a different number or kind of shares or other security of the
Company or of another corporation through reorganization, merger, consolidation,
liquidation or
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recapitalization, then appropriate adjustments in the number and kind of such
securities subject to this Underwriter's Warrant shall be made and the Share
Exercise Price in effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, combination,
reclassification, reorganization, merger, consolidation, liquidation or
recapitalization shall be proportionately adjusted so that the Holder of this
Underwriter's Warrant exercised after such date shall be entitled to receive the
aggregate number and kind of securities which, if this Underwriter's Warrant had
been exercised by such Holder immediately prior to such date, they would have
owned upon such exercise and been entitled to receive upon such dividend,
distribution, subdivision, combination, reclassification, reorganization,
merger, consolidation, liquidation or recapitalization. For example, if the
Company declares a 2 for 1 stock distribution and the Share Exercise Price
immediately prior to such event was $5.00 per Share and the number of Shares
purchasable upon exercise of this Underwriter's Warrant was 110,000, the
adjusted Share Exercise Price immediately after such event would be $2.50 per
Share and the adjusted number of Shares purchasable upon exercise of this
Warrant would be 220,000. Such adjustment shall be made successively whenever
any event listed above shall occur.
(ii) Whenever the Share Exercise Price payable upon
exercise of the Underwriter's Warrant is adjusted pursuant to subparagraphs
8(a)(i), or the Warrant Exercise Price payable upon exercise of the
Underwriter's Warrant pursuant to paragraph 8(b), the number of shares of Common
Stock or Redeemable Warrants, as the case may be, purchasable upon exercise of
this Underwriter's Warrant shall simultaneously be adjusted by multiplying the
number of shares of Common Stock or Redeemable Warrants, as the case may be,
issuable upon exercise of this Underwriter's Warrant by the Share Exercise Price
or Warrant Exercise Price, as the case may be, in effect on the date hereof and
dividing the product so obtained by the Share Exercise Price or Warrant Exercise
Price, as adjusted.
(iii) No adjustment in the Share Exercise Price or
Warrant Exercise Price shall be required (a) in the event of the sale of the
Company's securities in a future bona fide underwritten public offering; or (b)
unless such adjustment would require an increase or decrease of at least five
cents ($0.05) in the Share Exercise Price; provided, however, that any
adjustments which by reason of this subparagraph (iii) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment required to be made hereunder. All calculations under this paragraph
8(a) shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be. Anything in this Section 8(a) to the contrary
notwithstanding, the Company shall be entitled, but shall not be required, to
make such changes in the Share Exercise Price or Warrant Exercise Price, in
addition to those required by this Section 8(a) or 8(b), as it shall determine,
in its sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock or Redeemable Warrants, or any
subdivision, reclassification or
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combination thereof, hereafter made by the Company shall not result in any
federal income tax liability to the holders of Common Stock or securities
convertible into Common Stock (including the Redeemable Warrants issuable upon
exercise of the Underwriter's Warrant).
(iv) Whenever the Exercise Prices are adjusted, as
herein provided, the Company shall promptly cause a notice setting forth the
adjusted Exercise Prices and the adjusted number of shares of Common Stock,
Redeemable Warrants or other securities purchasable upon exercise of the
Underwriter's Warrant to be mailed to the Holder, at the addresses listed on the
books of the Company, and shall cause a certified copy thereof to be mailed to
the Company's transfer agent, if any. The Company may retain a firm of
independent certified public accountants selected by the Board of Directors (who
may be the regular accountants employed by the Company) to make any computation
required by this paragraph 8, and a certificate signed by such firm shall be
conclusive evidence of the correctness of such adjustment.
(v) In the event that at any time, as a result of an
adjustment made pursuant to the provisions of this paragraph 8, the Holder of
the Underwriter's Warrant thereafter shall become entitled to receive any
securities of the Company, other than Common Stock and the Redeemable Warrants,
thereafter the exercise price and number of such other securities so receivable
upon exercise of the Underwriter's Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
number of shares of Common Stock, Redeemable Warrants or other securities
purchasable upon exercise of the Underwriter's Warrant to be mailed to the
Holder, at the addresses listed on the books of the Company, and shall cause a
certified copy thereof to be mailed to the Company's transfer agent, if any. The
Company may retain a firm of independent certified public accountants selected
by the Board of Directors (who may be the regular accountants employed by the
Company) to make any computation required by this paragraph 8, and a certificate
signed by such firm shall be conclusive evidence of the correctness of such
adjustment.
(vi) In the event that at any time, as a result of an
adjustment made pursuant to the provisions of this paragraph 8, the Holder of
the Underwriter's Warrant thereafter shall become entitled to receive any
securities of the Company, other than Common Stock and the Redeemable Warrants,
thereafter the exercise price and number of such other securities so receivable
upon exercise of the Underwriter's 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 Common Stock contained in subparagraphs 8(a),
inclusive of this paragraph (vi).
8. (b) In the event of an adjustment in the Share Exercise Price and
the number of Shares of Common Stock issuable upon the exercise of the
Underwriter's Warrant, pursuant to paragraph 8(a),
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then there shall be a proportional adjustment in the Warrant Exercise Price and
the number of Redeemable Warrants issuable upon the exercise of the
Underwriter's Warrant.
9. This Agreement shall be governed by and in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, HOMEOWNERS FINANCIAL CORP. has
caused this Underwriter's Warrant to be signed by its duly
authorized officers, and this Underwriter's Warrant to be dated as
of the date first above written.
HOMEOWNERS FINANCIAL CORP.
By:__________________________________
Name:
Title:
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PURCHASE FORM
(To be signed only upon exercise of Underwriter's Warrant)
The undersigned, the holder of the foregoing Underwriter's Warrant,
hereby irrevocably elects to exercise the purchase rights represented by such
Warrant for, and to purchase thereunder, Shares of HOMEOWNERS FINANCIAL
CORP., par value $0.01 per share, and/or Redeemable Common Stock Purchase
Warrants to purchase one (1) share of Common Stock, and herewith makes payment
of $ therefor (or hereby surrenders and delivers that portion of the
Underwriter's Warrant having equivalent value (as determined in accordance with
the provisions of subparagraph (d) of paragraph 2 of the Underwriter's
Warrant)), and requests that the certificates for shares of Common Stock and/or
Redeemable Warrants be issued in the name(s) of, and delivered to ,
whose address(es) is (are):
Dated: , 19
Signature_______________________________________
_________________________________________________
(Print name under signature)
(Signature must conform in all respects to the name of
Holder as specified on the face of the Underwriter's
Warrant).
_________________________________________________
(Insert Social Security or Other Identifying Number of
Holder)
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Warrant)
FOR VALUE RECEIVED___________________________________________________
hereby sells, assigns and transfers unto______________________________________
(Please print name and address of transferee)
this Warrant, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint Attorney, to transfer the
within Warrant on the books of HOMEOWNERS FINANCIAL CORP., with full power of
substitution.
Dated:
Signature_____________________________________
___________________________________________________
(Print name under signature)
(Signature must conform in all respects to the name of
Holder as specified on the face of the Underwriter's
Warrant.)
___________________________________________________
(Insert Social Security or Other Identifying Number of
Holder)
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