WARRANT
WARRANT
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, TRANSFERRED OR
OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS
TO
THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS
OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.
THESE
SECURITIES HAVE THE BENEFIT OF AN INVESTORS’ RIGHTS AGREEMENT DATED AS OF
APRIL 17, 2007 (THE “INVESTORS’ RIGHTS AGREEMENT”), A COPY OF WHICH IS ON
FILE IN THE ISSUER’S OFFICES. THE INVESTORS’ RIGHTS AGREEMENT CONTAINS, AMONG
OTHER THINGS, REGISTRATION RIGHTS IN FAVOR OF THE HOLDER OF THESE SECURITIES.
Warrant
No. WR-[__] April 17,
2007
Warrant
to Purchase _____________________ Shares of Common Stock of
AeroCentury
Corp., a Delaware corporation (the “Company”),
hereby acknowledges that [______________], a Delaware [___________] (the
“Initial
Warrant Holder”),
and
any other Warrant Holder, are entitled on the terms and conditions set forth
below to purchase from the Company, upon and at any time after the Exercise
Date
and for four (4) years thereafter, the above number of fully paid and
nonassessable shares of the Common Stock, par value $0.01 per share, of the
Company (the “Common
Stock”),
at the
Purchase Price per share of Common Stock. The above number of shares of Common
Stock and the Purchase Price may from time to time hereafter be adjusted
pursuant to and in accordance with Section 6 hereof.
1.
Definitions.
All
terms
not otherwise defined herein shall have the meanings given such terms in the
Agreement.
(a) “Agreement”
shall
mean the Securities Purchase Agreement dated as of April 17, 2007, between
the Company, the Initial Warrant Holder, and each of the other Purchasers party
thereto.
(b) “Exercise
Date”
shall
mean the first to occur of (i) a Change of Control, (ii) Final
Maturity, and (iii) so long as the Rights Agreement is in effect, the
earlier of (x) the Stock Acquisition Date, as defined in the Rights
Agreement, and (y) the date that a tender or exchange offer by any Person
(other than an Exempt Person, as defined in the Rights Agreement) is first
published or sent or given within the meaning of Rule 14d-4(a) promulgated
under the Exchange Act or any successor rule, if upon consummation of such
tender or exchange offer such Person would be an Acquiring Person under and
as
defined in the Rights Agreement.
(c) “Fair
Market Value”
shall
mean, as of any date of determination, the closing bid price per share of the
Common Stock of Nasdaq National Market or Small-Cap Market, the American Stock
Exchange or the New York Stock Exchange, whichever is the principal trading
exchange or market for the Common Stock (the “Principal
Market”)
on such
date, or, if the Common Stock is not then listed or admitted to trading on
any
national securities exchange or quoted on the Nasdaq National Market or
Small-Cap Market, the closing bid price per share on such date on the
over-the-counter market as furnished by any New York Stock Exchange member
firm
that makes a market in the Common Stock, as reasonably selected from time to
time by the Company for that purpose, or, if the Common Stock is not then traded
over-the-counter and the average price cannot then be determined as contemplated
above, the Fair Market Value shall be as reasonably determined in good faith
by
the Company's Board of Directors.
(d) “Purchase
Price”
shall be
$8.75 per share of Common Stock, subject to adjustments pursuant to
Section 6 hereof.
(e) “Rights
Agreement”
shall
mean the Rights Agreement between the Company and Continental Stock Transfer
& Trust Company, dated as of April 8, 1998, and amended and restated as
of January 22, 1999, as amended and in effect from time to time, and any
successor agreement providing similar rights to the holders of Common Stock.
(f) “Warrant
Holder”
shall
mean the Initial Warrant Holder or any registered successor to or permitted
assignee of all or any portion of this Warrant.
(g) “Warrant
Shares”
shall
mean the shares of Common Stock or other securities issuable upon exercise
of
this Warrant.
2.
Exercise
or Exchange of Warrant.
(a) This
Warrant may be exercised by the Warrant Holder, in whole or in part, at any
time
upon and after the Exercise Date and from time to time thereafter by surrender
of this Warrant, together with the form of exercise attached hereto as
Exhibit A
(the
“Exercise
Form”)
duly
executed by the Warrant Holder, together with the full Purchase Price (as
defined in Section 1) for each share of Common Stock as to which this
Warrant is then exercised, to the Company at the address set forth in
Section 15 hereof. At the option of the Warrant Holder, payment of the
Purchase Price may be made either by (i) certified check payable to the order
of
the Company, (ii) surrender of certificates then held representing, or deduction
from the number of shares issuable upon exercise of this Warrant of, that number
of shares which has an aggregate Fair Market Value on the date of exercise
equal
to the aggregate Purchase Price for all shares to be purchased pursuant to
this
Warrant on such date, or (iii) by any combination of the foregoing
methods.
(b) In
the
event that this Warrant is not exercised in full, the number of Warrant Shares
shall be reduced by the number of such Warrant Shares for which this Warrant
is
exercised, and the Company, at its expense, shall forthwith issue and deliver
to
or upon the order of the Warrant Holder a new Warrant of like tenor in the
name
of the Warrant Holder or as the Warrant Holder may request, reflecting such
adjusted number of Warrant Shares.
(c) The
“date
of exercise”
of this
Warrant shall be the date that the completed Exercise Form is delivered to
the
Company, together with the original Warrant and payment in full of the Purchase
Price.
3.
Delivery
of Stock Certificates.
(a) Subject
to the terms and conditions of this Warrant, as soon as practicable after the
exercise of this Warrant in full or in part, and in any event within five (5)
Business Days thereafter, the Company at its expense (including, without
limitation, the payment by it of any applicable issue taxes) will cause to
be
issued in the name of and delivered to the Warrant Holder, or as the Warrant
Holder may lawfully direct, a certificate or certificates for the number of
fully paid and non-assessable shares of Common Stock to which the Warrant Holder
shall be entitled on such exercise, together with any other stock or other
securities or property (including, where applicable, cash or any Rights
Certificates issuable under the Rights Agreement) to which the Warrant Holder
is
entitled upon such exercise in accordance with the provisions
hereof.
(b) This
Warrant may not be exercised as to fractional shares of Common Stock. In the
event that the exercise of this Warrant, in full or in part, would result in
the
issuance of any fractional share of Common Stock, then in such event the Warrant
Holder shall be entitled to cash equal to the Fair Market Value of such
fractional share.
4.
Representations
and Warranties by the Initial Warrant Holder.
The
Initial Warrant Holder represents and warrants to the Company, as of the date
of
this Warrant, as follows:
(a) This
Warrant and the Warrant Shares issuable upon exercise thereof are being acquired
for its own account, for investment and not with a view to, or for resale in
connection with, any distribution or public offering thereof within the meaning
of the Securities Act. Upon exercise of this Warrant, the Warrant Holder shall,
if so requested by the Company, confirm in writing, in a form reasonably
satisfactory to the Company, that the securities issuable upon exercise of
this
Warrant are being acquired for investment and not with a view toward
distribution or resale.
(b) The
Warrant Holder understands that the Warrant and the Warrant Shares have not
been
registered under the Securities Act by reason of their issuance in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act pursuant to Section 4(2) thereof, and that they must be held
by the Warrant Holder indefinitely, and that the Warrant Holder must therefore
bear the economic risk of such investment indefinitely, unless and until there
is a subsequent disposition thereof which is registered under the Securities
Act
or is exempt from such registration. The Warrant Holder further understands
that
the Warrant Shares have not been qualified under the California Securities
Law
of 1968 (the “California
Law”)
by
reason of their issuance in a transaction exempt from the qualification
requirements of the California Law pursuant to Section 25102(f) thereof,
which exemption depends upon, among other things, the bona fide nature of the
Warrant Holder’s investment intent expressed above.
(c) The
Warrant Holder has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the purchase
of
this Warrant and the Warrant Shares purchasable pursuant to the terms of this
Warrant.
(d) The
Warrant Holder is able to bear the economic risk of the purchase of the Warrant
Shares pursuant to the terms of this Warrant.
(e) The
Warrant Holder is an “accredited investor” as such term is defined in Rule 501
of Regulation D promulgated under the Securities Act.
5.
Covenants
of the Company.
(a) The
Company shall take all reasonable and necessary action and proceedings as may
be
required and permitted by applicable law, rule and regulation, including,
without limitation, the notification of the Principal Market, for the legal
and
valid issuance of this Warrant and the Warrant Shares to the Warrant
Holder.
(b) From
the
date hereof through the last date on which this Warrant is exercisable, the
Company shall take all steps necessary and within its control to ensure that
the
Common Stock remains listed or quoted on the Principal Market and shall not
amend its Certificate of Incorporation, its By-Laws or the Rights Agreement
so
as to adversely affect any rights of the Warrant Holder under this Warrant
differently than the rights of other holders of the Company’s Common Stock;
provided,
however,
that
increasing the number of authorized shares shall not be deemed such an adverse
effect.
(c) The
Company shall at all times reserve and keep available, solely for issuance
and
delivery as Warrant Shares hereunder, such number of shares of Common Stock
as
shall from time to time be issuable as Warrant Shares.
(d) The
Warrant Shares, when issued in accordance with the terms hereof, will be duly
authorized and, when paid for or issued in accordance with the terms hereof,
shall be validly issued, fully paid and non-assessable. The Company has
authorized and reserved for issuance the requisite number of shares of Common
Stock to be issued pursuant to this Warrant.
(e) With
a
view to making available to the Warrant Holder the benefits of Rule 144
promulgated under the Securities Act (“Rule
144”),
and
any other rule or regulation of the Commission that may at any time permit
Warrant Holder to sell securities of the Company to the public without
registration, the Company agrees to use its best efforts to: (i) make and keep
public information available, as those terms are understood and defined in
Rule
144, at all times; and (ii) file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act
and
the Exchange Act.
(f) So
long
as the Rights Agreement is in effect, the Company shall ensure that the holder
of any Warrant Shares issuable upon exercise of this Warrant shall hold the
same
rights to receive Rights or shares of the Company’s Series A Preferred
Stock, as the case may be, as each other holder of shares of Common Stock who
is
not an Acquiring Person (as defined in the Rights Agreement).
6.
Adjustment
of Purchase Price and Number of Shares.
The
number of and kind of securities purchasable upon exercise of this Warrant
and
the Purchase Price shall be subject to adjustment from time to time as
follows:
(a) Subdivisions,
Combinations and Other Issuances.
If the
Company shall at any time after the date hereof but prior to the expiration
of
this Warrant subdivide its outstanding securities as to which purchase rights
under this Warrant exist, by stock split, spin-off, or otherwise, or combine
its
outstanding securities as to which purchase rights under this Warrant exist,
the
number of Warrant Shares as to which this Warrant is exercisable as of the
date
of such subdivision or combination shall forthwith be proportionately increased
in the case of a subdivision, or proportionately decreased in the case of a
combination. Appropriate adjustments shall also be made to the Purchase Price,
but the aggregate purchase price payable for the total number of Warrant Shares
purchasable under this Warrant as of such date shall remain the
same.
(b) Stock
Dividend.
If at
any time after the date hereof the Company declares a dividend or other
distribution on Common Stock payable in Common Stock or other securities or
rights convertible into or exchangeable for Common Stock (“Common
Stock Equivalents”), without
payment of any consideration by holders of Common Stock for the additional
shares of Common Stock or the Common Stock Equivalents (including the additional
shares of Common Stock issuable upon exercise or conversion thereof), then
the
number of shares of Common Stock for which this Warrant may be exercised shall
be increased as of the record date (or the date of such dividend distribution
if
no record date is set) for determining which holders of Common Stock shall
be
entitled to receive such dividends, in proportion to the increase in the number
of outstanding shares (and shares of Common Stock issuable upon conversion
of
all such securities convertible into Common Stock) of Common Stock as a result
of such dividend, and the Purchase Price shall be adjusted so that the aggregate
amount payable for the purchase of all the Warrant Shares issuable hereunder
immediately after the record date (or on the date of such distribution, if
applicable), for such dividend shall equal the aggregate amount so
payable.
(c) Other
Distributions.
If at
any time after the date hereof the Company distributes to holders of its Common
Stock, other than as part of a dissolution or liquidation or the winding up
of
its affairs, any shares of its capital stock, any evidence of indebtedness
or
any of its assets without payment of any consideration by holders of Common
Stock (other than cash, Common Stock or securities convertible into or
exchangeable for Common Stock), then, in any such case, the Warrant Holder
shall
be entitled to receive, upon exercise of this Warrant, with respect to each
share of Common Stock issuable upon such exercise, the amount of cash or
evidences of indebtedness or other securities or assets which such Warrant
Holder would have been entitled to receive with respect to each such share
of
Common Stock as a result of the happening of such event had this Warrant been
exercised immediately prior to the record date or other date determining the
shareholders entitled to participate in such distribution.
(d) Merger,
Consolidation, etc.
If at
any time after the date hereof there shall be a merger or consolidation of
the
Company with or into, or a transfer of all or substantially all of the assets
of
the Company to, another entity (a “Consolidation
Event”),
then
the Warrant Holder shall be entitled to receive upon such transfer, merger
or
consolidation becoming effective, and upon payment of the aggregate Purchase
Price then in effect, the number of shares and/or other securities and/or
property of the Company or of the successor entity resulting from such merger
or
consolidation which would have been received by the Warrant Holder for the
shares of stock subject to this Warrant had this Warrant been exercised
immediately prior to such transfer, merger or consolidation becoming effective
or to the applicable record date thereof, as the case may be. The Company shall
not effect any Consolidation Event unless the resulting successor entity (if
not
the Company) either (i) is obligated by operation of law and without further
action on the part of the Company or the Warrant Holder, or (ii) assumes by
written instrument the obligation, to deliver to the Warrant Holder upon
exercise of this Warrant such shares of stock and/or other securities and/or
property as the Warrant Holder would have been entitled to receive had this
Warrant been exercised in accordance with the preceding sentence.
(e) Reclassification,
Etc. If
at any
time after the date hereof there shall be a reclassification of any securities
as to which purchase rights under this Warrant exist, into the same or a
different number of securities of any other class or classes, then the Warrant
Holder shall thereafter be entitled to receive upon exercise of this Warrant,
during the period specified herein and upon payment of the Purchase Price then
in effect, the number of shares or other securities or property resulting from
such reorganization or reclassification, which would have been received by
the
Warrant Holder for the shares of stock subject to this Warrant had this Warrant
at such time been exercised.
(f) Purchase
Price Adjustment. In
the
event that the Company issues or sells any Common Stock or securities which
are
convertible into or exchangeable for its Common Stock or any convertible
securities, or any warrants or other rights to subscribe for or to purchase
or
any options for the purchase of its Common Stock or any such convertible
securities (other than issuance of shares of Common Stock upon conversion
thereof, shares or options issued or which may be issued to employees, directors
or consultants of or to the Company pursuant to the Company's stock option
or
stock purchase plans as in effect on the date of execution and delivery of
this
Warrant, or shares issued upon exercise of options, warrants or rights
outstanding on such date) at an effective purchase price per share which is
less
than the Fair Market Value on the trading day next preceding such issue or
sale
(or if the Common Stock is not then traded, the next preceding Business Day),
then and in each such case, the Purchase Price in effect immediately prior
to
such issue or sale shall be reduced effective concurrently with such issue
or
sale to an amount determined by multiplying the Purchase Price in effect
immediately prior to such issue or sale by a fraction, (x) the numerator of
which shall be the sum of (i) the number of shares of Common Stock
outstanding on a fully-diluted basis immediately prior to such issue or sale,
assuming the issuance of all shares of Common Stock then issuable upon exercise
of all outstanding options, warrants or other rights to subscribe for or
purchase Common Stock, including, without duplication, all outstanding Warrants,
plus (ii) the number of shares of Common Stock which the aggregate
consideration received by the Company for such additional shares would purchase
at the Fair Market Value then in effect, and (y) the denominator of which shall
be the number of shares of Common Stock outstanding on a fully-diluted basis
immediately after such issue or sale, assuming the issuance of all shares of
Common Stock then issuable upon exercise of all outstanding options, warrants
or
other rights to subscribe for or purchase Common Stock, including, without
duplication, all outstanding Warrants.
The
foregoing price adjustment shall not apply to the issuance of shares of Common
Stock which may be issued upon exercise of options under the Company's employee
or director stock option plans, upon the conversion or exchange of convertible
or exchangeable securities or upon the exercise of warrants or other rights,
which options, convertible or exchangeable securities, warrants or other rights
are outstanding on the date of execution and delivery of this
Warrant.
The
number of shares which may be purchased shall be increased proportionately
to
any reduction in Purchase Price pursuant to this Section 6(f), so that
after such adjustments the aggregate Purchase Price payable hereunder for the
increased number of shares of Common Stock shall be the same as the aggregate
Purchase Price in effect immediately prior to such adjustments.
(g) Additional
Shares, Securities or Assets. In
the
event that at any time, as a result of an adjustment made pursuant to this
Section 6, the Warrant Holder shall, upon exercise of this Warrant, become
entitled to receive shares and/or other securities or assets (other than Common
Stock) then, wherever appropriate, all references herein to shares of Common
Stock shall be deemed to refer to and include such shares and/or other
securities or assets, and thereafter the number of such shares and/or other
securities or assets shall be subject to adjustment from time to time in a
manner and upon terms as nearly equivalent as practicable to the provisions
of
this Section 6.
(h) Other
Adjustments. If
any
event occurs of the type contemplated by the provisions of this Section 6
but not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock rights
or
other rights with equity features), then the Company's Board of Directors,
acting in good faith and consistent with their fiduciary duties, shall make
an
appropriate adjustment in the Purchase Price and the number of shares of Warrant
Shares obtainable upon exercise of this Warrant so as to protect the rights
of
the holders of the Warrants; provided,
that no
such adjustment shall increase the Purchase Price or decrease the number of
shares of Warrant Shares obtainable as otherwise determined pursuant to this
Section 6.
(i) Maximum
Number of Warrant Shares.
Notwithstanding anything to the contrary herein, in no event shall the Company
take any action which would result in the number of shares of Common Stock
for
which this Warrant, together with all other Warrants issued pursuant to the
Agreement, is exercisable exceeding 307,108, such number being subject to
subsequent adjustment pursuant to and in accordance with Section 6(a) above,
without the Company’s first having received such approval from its shareholders
or other Persons as may be required by the regulations of the Principal Market
or any other applicable law or regulation.
7.
No
Impairment.
The
Company will not, by amendment of its Articles of Incorporation or through
any
reorganization, transfer of assets, consolidation, merger, dissolution, issue
or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at
all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Warrant Holder against impairment. Without limiting the
generality of the foregoing, the Company (a) will not increase the par value
of
any Warrant Shares above the amount payable therefor on such exercise, and
(b)
will take all such action as may be reasonably necessary or appropriate in
order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares on the exercise of this Warrant.
8.
Notice
of Adjustments; Notices.
Whenever
the Purchase Price or number of Warrant Shares purchasable hereunder shall
be
adjusted pursuant to Section 6 hereof, the Company shall execute and
deliver (by first class mail, postage prepaid) to the Warrant Holder a
certificate setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated, and the Purchase Price and number of shares of Common Stock
or
other securities purchasable hereunder after giving effect to such
adjustment.
9.
Rights
as Shareholder.
Prior
to
exercise of this Warrant, the Warrant Holder shall not be entitled to any rights
as a shareholder of the Company with respect to the Warrant Shares, including
(without limitation) the right to vote such shares, receive dividends or other
distributions thereon (other than pursuant to Sections 6(b) and 6(c)) or be
notified of stockholder meetings. However, in the event of any taking by the
Company of a record of the holders of any class of securities for the purpose
of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, the Company shall mail
to
the Warrant Holder, at least 10 days prior to the date specified therein, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character
of
such dividend, distribution or right.
10.
Replacement
of Warrant.
Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of the Warrant and, in the case of any such loss,
theft or destruction of the Warrant, upon delivery of an indemnity agreement
or
security reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation of the Warrant, upon surrender and cancellation
of
such Warrant, the Company at its expense will execute and deliver, in lieu
thereof, a new Warrant of like tenor.
11.
Consent
to Jurisdiction.
THE
COMPANY (A) HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, OR ANY
STATE
COURT LOCATED IN NEW YORK CITY, NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION
OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AND (B) HEREBY WAIVES,
AND
AGREES NOT TO ASSERT IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT
IT
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE
OF
THE SUIT, ACTION OR PROCEEDING IS IMPROPER. THE COMPANY CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF
TO
SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS WARRANT AND
AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS
AND NOTICE THEREOF. NOTHING IN THIS PARAGRAPH SHALL AFFECT OR LIMIT ANY RIGHT
TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
12. Entire
Agreement; Amendments.
This
Warrant and the Agreement contain the entire understanding of the parties with
respect to the matters covered hereby and thereby. No provision of this Warrant
may be waived or amended other than by a written instrument signed by the party
against whom enforcement of any such amendment or waiver is sought.
13.
Restricted
Securities.
(a) Registration
or Exemption Required. This
Warrant has been issued in a transaction exempt from the registration
requirements of the Securities Act in reliance upon the provisions of
Section 4(2) of the Securities Act. This Warrant and the Warrant Shares
issuable upon exercise hereof may not be resold except pursuant to an effective
registration statement or an exemption to the registration requirements of the
Securities Act and applicable state laws.
(b) Legend.
This
Warrant and any Warrant Shares issued upon exercise hereof shall bear the
following legend:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR
OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS
TO
THE SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS.
(c) Assignment.
Assuming
the conditions of clause (a) above regarding registration or exemption have
been satisfied, the Warrant Holder may sell, transfer, assign, pledge or
otherwise dispose of this Warrant, in whole or in part. The Warrant Holder
shall
deliver a written notice to Company, substantially in the form of the Assignment
attached hereto as Exhibit
B,
indicating the person or persons to whom the Warrant shall be assigned and
the
respective number of warrants to be assigned to each assignee. The Company
shall
deliver to the assignee(s) designated by the Warrant Holder, within 10 days
after delivery to the Company of the original Warrant or Warrants for
cancellation, a Warrant or Warrants of like tenor for the appropriate number
of
shares.
14.
Lock-up
Agreements.
(a) Restrictions
on Public Sale by Holders of Investor Securities.
The
Warrant Holder, if the Company or the managing underwriters so request in
connection with any underwritten registration of the Company’s securities, will
not, except in connection with such underwritten registration, without the
prior
written consent of the Company or such underwriters, effect any Public Sale
(as
defined in the Rights Agreement) or other distribution of any equity securities
of the Company, including any sale pursuant to Rule 144, during the period
beginning on the date of such request from the Company or the managing
underwriters and ending on the 180th day after the effective date of the
applicable registration statement (the
“Lock-Up
Period”),
or,
if required by the managing underwriters, such longer period of time as is
necessary to enable such underwriters to issue a research report or make a
public appearance that relates to an earnings release or announcement by the
Company within eighteen (18) days before or after the last day of the Lock-Up
Period, but in any event not to exceed two hundred ten (210) days following
the
effective date of the registration statement relating to such offering, and
upon
request by the managing underwriters will execute a lock-up agreement to that
affect.
(b) Restrictions
on Public Sale by the Company.
If the
managing underwriters so request in connection with any underwritten
registration of the Company’s securities, the Company will not effect any Public
Sale or other distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such equity securities,
during the period commencing on the seventh day prior to, and ending on the
ninetieth day following, the effective date of any underwritten Demand
Registration (as defined in the Investors’ Rights Agreement) or Piggyback
Registration (as defined in the Investors’ Rights Agreement) , except
(i) in connection with any such underwritten registration and (ii) for
Excluded Registrations (as defined in the Investors’ Rights Agreement)
.
15.
Notices.
Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be effective (a) upon hand delivery or delivery by
facsimile at the address or number designated below (if delivered on a Business
Day during normal business hours where such notice is to be received), or the
first Business Day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second Business Day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:
to
the
Company: AeroCentury
Corp.
0000
Xxxxxx Xxxxxx
Suite
310
Burlingame,
CA 94010
Attention:
Xxxx X. Xxxxxxx
Tel:
(000) 000-0000
Fax:
with
a
copy to: Xxxxxxxx
& Xxxxxxxx LLP
000
Xxxx
Xxxx Xxxx
Palo
Alto, CA 94304
Attention:
Xxxxxx Xxxxxxx, Esq.
Tel:
(000) 000-0000
Fax:
(000) 000-0000
to
the
Initial Warrant Holder: c/o
Satellite Asset Management, L.P.
000
Xxxxx
Xxxxxx, 00xx Xxxxx
New
York,
NY 10022
Attn:
Tel:
(000) 000-0000
Fax:
(000) 000-0000
with
a
copy to: Xxxxxxx
XxXxxxxxx LLP
Xxx
Xxxxx
Xxxxxx
Hartford,
CT 06103-3178
Attention:
X. Xxxx Xxxxx, Esq.
Tel:
(000) 000-0000
Fax:
(000) 000-0000
If
to any
subsequent Warrant Holder, to his, her or its address as set forth in the
Assignment pursuant to which such Warrant Holder received this Warrant.
Either
party hereto may from time to time change its address or facsimile number for
notices under this Section 15 by giving at least 10 days prior written
notice of such changed address or facsimile number to the other party
hereto.
16.
Miscellaneous.
This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. This Warrant shall
be construed and enforced in accordance with and governed by the laws of the
State of New York. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms hereof. The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.
[Remainder
of page intentionally left blank. Next page is a signature
page.]
IN
WITNESS WHEREOF,
each of
the Company and the Initial Warrant Xxxxxx has caused this Warrant to be
executed in its corporate name by one of its officers thereunto duly authorized,
all as of the day and year first above written.
By:
|
Name:
|
|
Title:
|
[NAME
OF INITIAL WARRANT HOLDER]
By:
_____________________________, its [__________]
By:
__________________________
Name:
Title
[signature
page to Warrant]
EXHIBIT
A
Exercise
Form
I/we
hereby exercise AeroCentury Corp. (the “Company”) Common Stock Purchase Warrant
#___, as follows:
(a) Number
of
shares of Common Stock to be purchased ____________________________
(b) Total
Purchase Price ($_____ per
share) $___________________________
(c) Payment (i) in
cash
of $___________;
(ii)
in
_______ surrendered shares of outstanding Common Stock with an aggregate Fair
Market Value of $___________; and/or
(iii)
in
surrendered rights to receive _______Warrant Shares with an aggregate Fair
Market Value of $___________.
I/we
wish
to register the shares of the Company’s Common Stock acquired upon this exercise
as follows:
|
a.
|
(
)
|
Individual
Ownership
|
|
b.
|
(
)
|
Husband
and Wife as Community Property
|
|
c.
|
(
)
|
Joint
Tenants w/Right to Survivorship
(JTRS)
|
|
d.
|
(
)
|
Tenants
in Common
|
e. (
) Other
Dated:
,
20 .
______________________________
Signature
Name
(please print):
Address
(including zip code):
Social
Security/Employer Identification Number:
Telephone
Number:
EXHIBIT
B
Form
of Assignment
(To
be
executed by the registered Warrant Holder desiring to transfer the
Warrant)
FOR
VALUED RECEIVED, the undersigned holder of the attached Warrant hereby sells,
assigns and transfers unto the person(s) below named the right to purchase
shares
of the Common Stock of AEROCENTURY CORP. evidenced by the attached Warrant,
and
does hereby irrevocably constitute and appoint
attorney
to transfer the said Warrant on the books of the Company, with full power of
substitution in the premises.
Dated:
,
20 .
______________________________
Signature
Fill
in
for registration of new Warrant Holder:
Name
(please print):
Address
(including zip code):
Social
Security/Employer Identification Number:
Telephone
Number:
NOTICE:
The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without any
alteration whatsoever.
