AMENDMENT XX. 0
XXXXXXXXX Xx. 0, dated as of July 31, 2001, to WARRANT AGREEMENT dated
as of September 15, 1998, as previously amended by Amendment No. 1 dated as of
September 15, 1999, Amendment No. 2 dated as of July 27, 2000, Amendment No. 3
dated as of August 15, 2000, Amendment No. 4 dated as of September 15, 2000 and
Amendment No. 5 dated as of September 18, 2000 (as amended, the "Original
Agreement") between Insignia Financial Group, Inc., a Delaware corporation
formerly known as Insignia/ESG Holdings, Inc. (the "Corporation"), and APTS
Partners, L.P., a Delaware limited partnership ("APTS"), providing for the
issuance of warrants to purchase 293,333 shares of common stock, par value $.01
per share, of the Corporation.
WHEREAS, the Corporation and APTS desire to extend the Expiration Date
(as defined in the Original Agreement) and modify certain other terms of the
Warrants provided for in the Original Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Terms used herein shall have the meanings set forth in the Original
Agreement, unless otherwise defined herein.
2. The Expiration Date of the Warrants is hereby extended from August 1,
2001 to August 15, 2001.
3. The following is hereby added to the Original Agreement as Section
6(d):
d. Notwithstanding the foregoing, if, and only if, the Cashless
Exercise Value of one share of Common Stock is greater than
the Exercise Price per Share, then in lieu of exercising the
Warrants for cash, the holder may elect to receive shares of
Common Stock equal to the value (as determined below) of the
Warrants being exercised by surrender of the Warrant
Certificate at the principal office of the Company together
with notice of such election and the properly endorsed form
of election to purchase by Cashless Exercise, in which event
the Company shall issue to the holder a number of shares of
Common Stock computed using the following formula:
Y(A-B)
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X = A
Where X = the number of shares of Common Stock to be issued to the
holder;
Y = the number of shares of Common Stock purchasable under the
Warrants being exercised (at the date of such exercise);
A = the Cashless Exercise Value of one share of Common Stock (at
the date of such exercise); and
B = the Exercise Price per Share (as adjusted to the date of
such exercise).
"Cashless Exercise Value" of one share of Common Stock as of any date
shall mean the closing price of one share of Common Stock on the Trading Day
next preceding such date. The closing price for any Trading Day shall be:
i. 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 Stock Market or any similar system
of automated dissemination of quotations of securities
prices then in common use, if so quoted, or if not then
so quoted, the last sale price, or the closing bid
price if no sale occurred, of Common Stock on the
principal national securities exchange on which the
Common Stock is listed or admitted for trading; or
ii. if not quoted as described in clause (i), the average
of the highest bid and lowest offered quotations for
one share of Common Stock as reported by the National
Quotation Bureau Incorporated if at least two
securities dealers have inserted both bid and offered
quotations for the Common Stock.
If none of the conditions set forth above is met, the Cashless Exercise Value of
one share of Common Stock as of such date shall be 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, the issue of selection of a
member firm shall be submitted to the American Arbitration Association.
4. The "Form of Election to Purchase by Cashless Exercise" annexed to
this Amendment No. 6 is hereby added as an additional Annex to the
Form of Warrant Certificate attached to the Original Agreement as
Exhibit A.
5. The third paragraph of the Form of Warrant Certificate annexed to the
Original Warrant as Exhibit A is amended by the addition of the
following as the last sentence of the paragraph:
Notwithstanding the foregoing, the Warrants represented by
this Warrant Certificate may be exercised by Cashless
Exercise, as provided in Section 6(d) of the Warrant
Agreement, as amended.
6. Except as set forth in this Amendment No. 6, the Original Agreement is
hereby ratified and confirmed in all respects.
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7. Any Warrant Certificate evidencing Warrants need not be amended to
reflect the changes provided for herein in order to give full effect
to such changes.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6
to the Original Agreement to be duly executed and delivered by their proper and
duly authorized officers, as of the date and year first above written.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
APTS PARTNERS, L.P.
By: APTS GP Partners, L.P., its general partner
By: APTS Acquisition Corporation, its general
partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
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ANNEX
ANNEX TO FORM OF WARRANT CERTIFICATE
FORM OF ELECTION TO PURCHASE BY CASHLESS EXERCISE
(To be executed upon a Cashless Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise, in
accordance with Section 6(d) of the Warrant Agreement, __________ Warrants,
representing the right to purchase __________ shares of Common Stock, by
Cashless Exercise in accordance with the terms hereof.
The undersigned requests that a certificate for the shares of
Common Stock to be issued upon such Cashless Exercise 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:
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(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)
Date:
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