Exhibit 4.1
CAPITAL TRUST, INC.
Warrant for Class A Common Stock
FOR VALUE RECEIVED, Capital Trust, Inc., a Maryland corporation (the
"Company"), hereby grants, pursuant hereto (this "Warrant"), to ________ (the
"Initial Holder") or its permitted assigns, the right, subject to the terms and
conditions contained herein, to purchase from the Company, at any time or from
time to time commencing at the Commencement Time (as defined below) and prior to
5:00 p.m., Eastern Time, on December 31, 2004, up to ______________ (____)
(subject to adjustment as provided herein) fully paid and non-assessable shares
of class A common stock, par value $.01 per share, of the Company for
twenty-three dollars and forty cents ($23.40) per share (subject to adjustment
as provided herein) for an aggregate purchase price (assuming full exercise) of
______________ ($_________). The Aggregate Exercise Price is not subject to
adjustment.
Hereinafter, (i) said class A common stock, par value $.01 per share, of
the Company, is referred to as the "Common Stock," (ii) the shares of the Common
Stock purchasable hereunder or under any other Warrant (as hereinafter defined)
are referred to as the "Warrant Shares," (iii) the aggregate purchase price
payable for the Warrant Shares purchasable hereunder is referred to as the
"Aggregate Exercise Price," (iv) the price payable for each of the Warrant
Shares is referred to as the "Per-Share Exercise Price," (v) this Warrant, and
all warrants hereafter issued in exchange for, in substitution for or upon
transfer of this Warrant are referred to as the "Warrants" and (vi) the holders
of this Warrant or any portion hereof in accordance with the terms hereof from
time to time are each referred to as a "Holder" and are collectively referred to
as the "Holders.") Definitions of other capitalized terms used herein are set
forth in Section 15 hereof.
1. Exercise of Warrant.
(a) This Warrant may be exercised in whole at any time, or in part from
time to time, commencing at the Commencement Time and prior to 5:00 p.m.,
Eastern Time, on December 31, 2004 (the "Exercise Period") by the Holder by the
surrender of this Warrant (with the subscription form at the end hereof duly
executed) to the Company at the address set forth in Section 11 hereof, together
with proper payment of the Aggregate Exercise Price, or the proportionate part
thereof if this Warrant is
exercised in part, with payment for the Warrant Shares made by wire transfer of
immediately available funds or certified or official bank check payable to the
order of the Company. If this Warrant is exercised in part, it must be exercised
for a number of whole shares of Common Stock.
(b) The "Commencement Time" shall begin when the issuance of the Warrant
Shares shall have been approved by an affirmative vote of a majority of the
votes cast at the Company's 2004 annual meeting of shareholders or at any
adjournment or postponement thereof in accordance with Sections 310.00 and
312.03(c) of the New York Stock Exchange, Inc. Listed Company Manual.
(c) After any partial exercise or exchange, the Holder will be entitled
to receive a new Warrant covering the Warrant Shares as to which this Warrant
has not been exercised or exchanged and setting forth the proportionate part of
the Aggregate Exercise Price applicable to such Warrant Shares.
(d) As soon as practicable, but within ten (10) days following the
surrender of this Warrant and the receipt of payment of the Aggregate Exercise
Price, or the proportionate part thereof, as the case may be, pursuant to
subsection (a) of this Section 1, the Company, within seven (7) days,
(i) will issue a certificate or certificates in the name of the Holder
or such other Person designated in writing by the Holder for the largest number
of whole shares of Common Stock to which the Holder shall be entitled by the
exercise (full or partial, in accordance with the subscription form) or exchange
of this Warrant;
(ii) will, if this Warrant is exercised in whole, in lieu of any
fractional share of Common Stock to which the Holder shall be otherwise
entitled, pay to the Holder cash in an amount equal to the fair value of such
fractional share (determined in such reasonable manner as the Board of Directors
shall determine), and
(iii) will deliver the other securities and properties receivable upon
the exercise or exchange of this Warrant, or the proportionate part thereof if
this Warrant is exercised or exchanged in part, pursuant to the provisions of
this Warrant.
2. Reservation of Warrant Shares; Listing. The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
but unissued shares of Common Stock, for the purpose of effecting the exercise
of Warrants, the full number of shares of Common Stock then issuable upon the
exercise of all outstanding Warrants. Throughout the period of time during which
this Warrant may be exercised, the Company shall use its commercially reasonable
efforts to keep the Warrant Shares authorized for listing on the New York Stock
Exchange or on any other successor national securities exchange or other
relevant market on which the Common Stock is listed, admitted to trading or
traded.
3. Protection Against Dilution. The Per-Share Exercise Price and the number
of Warrant Shares purchasable upon the exercise of the Warrants shall be subject
to adjustment from time to time as set forth in this Section 3. Whenever the
Per-Share Exercise Price is adjusted by operation of this Section 3, the number
of Warrant Shares to be delivered upon exercise of the Warrants shall be
adjusted as provided in subsection (n) of this Section 3.
(a) In case the Company shall, while any of the Warrants are outstanding,
(i) pay a dividend or make any other distribution with respect to shares of
Common Stock in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock, (iii) combine outstanding shares of Common Stock into a smaller
number of shares or (iv) issue by reclassification of its Common Stock any
shares of stock of the Company (other than the reclassifications covered by
subsection (d) of this Section 3), the Per-Share Exercise Price shall be
adjusted to be equal to a fraction, the numerator of which shall be the
Aggregate Exercise Price and the denominator of which shall be the number of
shares of Common Stock or other stock of the Company that the Holder would have
owned immediately following such action had such Warrant been exercised
immediately prior thereto or, in the case of a dividend, distribution,
subdivision, combination or reclassification with respect to which a record date
has been established, prior to such record date. An adjustment made pursuant to
this subsection (a) shall be made immediately prior to the opening of business
on the day following (x) the date of the payment of the dividend or distribution
(retroactive to the record date) or (y) the effective date in the case of a
subdivision, combination or reclassification (retroactive to the record date, if
any). If the Board of Directors shall declare any dividend or distribution or
resolve to take any action referred to in this subsection (a), it shall provide
written notice thereof to the Holder not less than ten (10) days prior to the
record date fixed for determining the stockholders entitled to participate
therein.
(b) In case the Company shall, while any of the Warrants are outstanding,
issue rights or warrants to purchase, or securities convertible into or
exchangeable for, Common Stock ("Rights") to any holders of its outstanding
shares of Common Stock entitling them (for a period expiring within 45 days
after the record date mentioned below) to subscribe for, purchase, convert or
exchange shares of Common Stock at a price per share less than the current
market price per share of Common Stock (as determined pursuant to subsection (e)
of this Section 3) on the record date mentioned below, provided the purchase
price is less than the Per-Share Exercise Price theretofore in effect, the
Per-Share Exercise Price shall be adjusted so that the same shall equal the
amount determined by multiplying the Per-Share Exercise Price theretofore in
effect by a fraction the numerator of which shall be the number of shares of
Common Stock outstanding on the date of issuance of such Rights plus the number
of shares which the aggregate offering price would purchase at such current
market price, and the denominator of which shall be the number of shares of
Common Stock outstanding on the date of issuance of such Rights plus the number
of additional shares of Common Stock offered for subscription or purchase.
"Aggregate offering price," as used in the preceding
sentence, shall mean the amount received or receivable by the Company in
consideration of the issuance or sale of Rights plus any additional
consideration payable to the Company upon exercise thereof, in each case with
reference to the total number of shares of Common Stock offered for subscription
or purchase. Such adjustment shall be made immediately prior to the opening of
business on the day following the date of issuance of Rights, retroactive to the
record date for the determination of stockholders entitled to receive Rights.
(c) In case the Company shall, by dividend or otherwise, distribute to
any holders of its outstanding shares of Common Stock, evidences of its
indebtedness, shares of any class or series of its stock, assets, securities
convertible into or exchangeable for any of its stock or rights or warrants to
subscribe for or purchase any of its securities (excluding any Rights referred
to in subsection (b) of this Section 3, any dividend or other distribution paid
exclusively in cash and any dividend or other distribution referred to in
subsection (a) of this Section 3), the Per-Share Exercise Price shall be reduced
so that the same shall equal the price determined by multiplying the Per-Share
Exercise Price theretofore in effect by a fraction the numerator of which shall
be the current market price (determined as provided in subsection (e) of this
Section 3) per share of Common Stock on the record date referred to below less
the fair market value (as determined in good faith by the Board of Directors,
whose determination shall be conclusive), on the record date referred to below,
of the portion of the evidences of indebtedness, shares of stock, assets,
convertible or exchangeable securities, rights or warrants (including fractions)
so distributed with respect to each share of Common Stock and the denominator of
which shall be such current market price per share of Common Stock. Such
adjustment shall be made immediately prior to the opening of business on the day
following the date on which any such distribution is made, retroactive to the
record date for the determination of stockholders entitled to receive such
distribution. In the event that no such dividend or other distribution is so
paid or made, the Per-Share Exercise Price shall again be adjusted to be the
Per-Share Exercise Price which would then be in effect if such dividend or other
distribution had not occurred. If the Board of Directors determines the fair
market value of any distribution for purposes of this subsection (c) by
reference to the actual or when-issued trading market for any securities
comprising such distribution, it must in doing so consider the prices in such
market over the same period used in computing the current market price per share
of Common Stock (determined as provided in subsection (e) of this Section 3).
(d) In the case of any capital reorganization of the Company or
reclassification of the Common Stock, or any consolidation or merger to which
the Company is a party other than a merger or consolidation in which the Company
is the continuing corporation, or in the case of any sale or conveyance to
another entity of the property of the Company as an entirety or substantially as
an entirety, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company), the Holder shall have the right thereafter
to receive on the exercise of this Warrant the kind and
amount of securities, cash or other property which the Holder would have owned
or have been entitled to receive immediately after such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
had this Warrant been exercised immediately prior to the effective date of such
reorganization, reclassification consolidation, merger, statutory exchange, sale
or conveyance and in any such case, if necessary, appropriate adjustment shall
be made in the application of the provisions set forth in this Section 3 with
respect to the rights and interests thereafter of the Holder to the end that the
provisions set forth in this Section 3 shall thereafter correspondingly be made
applicable, as nearly as may reasonably be, in relation to any shares of stock
or other securities or property thereafter deliverable on the exercise of the
Warrant. Notice of any such reorganization, reclassification, consolidation,
merger, exchange, sale or conveyance shall be mailed to the Holder not less than
ten (10) days prior to such event. The above provisions of this subsection (d)
shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, statutory exchanges, sales or conveyances. The Company
shall require the issuer of any shares of stock or other securities or property
thereafter deliverable on the exercise of the Warrant to be responsible for all
of the agreements and obligations of the Company hereunder.
(e) For the purpose of any computation under subsection (b) or (c) of
this Section 3, the current market price per share of Common Stock on any date
in question shall be deemed to be the average of the daily Closing Prices for
the five (5) Trading Day period ending on the earlier of the day in question
and, if applicable, the last Trading Day before the "ex" date with respect to
the issuance or distribution requiring such computation; provided, however, that
if more than one event occurs that would require an adjustment pursuant to
subsections (a) through (d) of this Section 3, inclusive, the Board of Directors
shall in good faith make such adjustments to the Closing Prices during such five
(5) Trading Day period as it reasonably deems appropriate to effectuate the
intent of the adjustment provisions in this Section 3, in which case any such
determination by the Board of Directors shall be conclusive. For purposes of
this paragraph, the term "ex" date means the first date on which the shares of
Common Stock trade regular way, without the right to receive such issuance or
distribution, on the New York Stock Exchange or on such successor securities
exchange as the shares of Common Stock may be listed on or in the relevant
market from which the Closing Prices were obtained.
(f) No adjustment in the Per-Share Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Per-Share Exercise Price; provided, however, that any adjustments which by
reason of this subsection (f) are not required to be made shall be carried
forward and taken into account in determining whether any subsequent adjustment
shall be required.
(g) If any action would require adjustment of the Per-Share Exercise
Price pursuant to more than one of the provisions described above, only one
adjustment
shall be made and such adjustment shall be the amount of adjustment that has the
highest absolute value to the Holder.
(h) Except as stated above, the Per-Share Exercise Price will not be
adjusted for the issuance of shares of Common Stock or any securities
convertible into, or exchangeable for, shares of Common Stock, or carrying the
right to purchase any of the foregoing.
(i) In case the Company shall, by dividend or otherwise, declare or make
a distribution on the shares of Common Stock referred to in subsection (c) of
this Section 3, the Holder, upon the exercise thereof subsequent to the close of
business on the date fixed for the determination of stockholders entitled to
receive such distribution and prior to the effectiveness of the Per-Share
Exercise Price adjustment in respect of such distribution, shall be entitled to
receive, for each share of Common Stock for which the Warrant is exercised, the
portion of the evidences of indebtedness, shares of stock, assets, securities
convertible into or exchangeable for any of its stock, or rights or warrants to
subscribe for or purchase any of its securities (including fractions) so
distributed with respect to each share of Common Stock; provided, however, that,
at the election of the Company with respect to all Holders so exercising, the
Company may, in lieu of distributing to such Holder any portion of such
distribution not consisting of cash or securities of the Company, pay such
Holder an amount in cash equal to the fair market value thereof (as determined
in good faith by the Board of Directors, whose determination shall be
conclusive). If any exercise of a Warrant described in the immediately preceding
sentence occurs prior to the payment date for a distribution to holders of
shares of Common Stock which the Holder of a Warrant so exercised is entitled to
receive in accordance with the immediately preceding sentence, the Company may
elect to distribute to such Holder a due bill for the evidences of indebtedness,
shares of stock, assets, securities convertible into or exchangeable for any of
its stock, or rights or warrants to subscribe for or purchase any of its
securities to which such Holder is so entitled, provided, that such due bill (a)
meets any applicable requirements of the principal national securities exchange
or other market on which the shares of Common Stock are then traded and (b)
requires payment or delivery of such evidences of indebtedness, shares of stock,
assets, securities convertible into or exchangeable for any of its stock, or
rights or warrants to subscribe for or purchase any of its securities no later
than the date of payment or delivery thereof to holders of Common Stock
receiving such distribution.
(j) Whenever the Per-Share Exercise Price is adjusted as provided in this
Section 3 and upon any modification of the rights of the Holder in accordance
with this Section 3, the Company shall promptly prepare a certificate signed by
the chief executive officer or the chief financial officer setting forth the
adjusted Per-Share Exercise Price and showing in reasonable detail the facts
requiring such adjustment or modification and the manner of computing the same
("Adjustment Certificate") and cause copies of such certificate to be mailed to
the Holder.
(k) If the Board of Directors shall authorize and the Company shall
declare any dividend or other distribution with respect to the Common Stock
other than a distribution exclusively in cash, the Company shall mail notice
thereof to the Holder not less than ten (10) days prior to the record date fixed
for determining stockholders entitled to participate in such dividend or other
distribution.
(l) If, as a result of an adjustment made pursuant to this Section 3, the
Holder of any Warrant thereafter surrendered for exercise shall become entitled
to receive shares of two or more classes of stock or other securities, the Board
of Directors shall in good faith determine the allocation of the adjusted
Per-Share Exercise Price between or among such classes of stock or other
securities (whose determination shall be conclusive).
(m) Upon the expiration of any rights, options, warrants or conversion
privileges with respect to the issuance of which an adjustment to the Per-Share
Exercise Price had been made, if such shall not have been exercised, the
Per-Share Exercise Price, to the extent this Warrant has not then been
exercised, shall, upon such expiration, be readjusted and shall thereafter be
such as they would have been had they been originally adjusted (or had the
original adjustment not been required, as the case may be) on the basis of (A)
the Common Stock, if any, actually issued or sold upon the exercise of such
rights, options, warrants or conversion privileges, and (B) such shares of
Common Stock, if any, that were issued or sold for the consideration actually
received by the Company upon such exercise plus the consideration, if any,
actually received by the Company for the issuance, sale or grant of all such
rights, options, warrants or conversion privileges whether or not exercised;
provided, however, that no such readjustment shall have the effect of increasing
the Per-Share Exercise Price by an amount in excess of the amount of the
adjustment initially made in respect of the issuance, sale or grant of such
rights, options, warrants or conversion privileges.
(n) Whenever the Per-Share Exercise Price is adjusted as provided
pursuant to this Section 3, the number of Warrant Shares purchasable upon the
exercise of this Warrant shall be adjusted by multiplying such number of Warrant
Shares immediately prior to such adjustment by a fraction, the numerator of
which shall be the Per-Share Exercise Price immediately prior to such
adjustment, and the denominator of which shall be the Per-Share Exercise Price
immediately thereafter.
(o) In case any event shall occur as to which the other provisions of
this Section 3 are not strictly applicable but as to which the failure to make
any adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principles hereof then, in
each such case, the Board of Directors shall in good faith determine the
adjustment, if any, on a basis consistent with the essential intent and
principles established herein, necessary to preserve the purchase rights
represented by the Warrants (whose determination shall be conclusive) and shall
promptly make the adjustments described therein.
(p) If the Company shall take a record of the holders of its Common Stock
for any purpose requiring an adjustment hereunder, but shall, thereafter and
before the consummation of the event requiring such adjustment legally abandon
its plan, then thereafter no adjustment shall be required by reason of the
taking of such record and any such adjustment previously made in respect thereof
shall be rescinded and annulled.
(q) Notwithstanding anything herein to the contrary, no adjustment to the
Per-Share Exercise Price hereunder shall be made, to the extent it would cause
the Per-Share Exercise Price to be less than the par value of the Common Stock.
4. Fully Paid Stock; Taxes. The shares of the Common Stock represented by
each and every certificate for Warrant Shares delivered upon the exercise of
this Warrant shall at the time of such delivery, be duly authorized, validly
issued and outstanding, fully paid and nonassessable, and not subject to
preemptive rights or rights of first refusal. The Company shall pay all
documentary, stamp or similar taxes and other similar governmental charges that
may be imposed with respect to the issuance or delivery of any shares of Common
Stock upon exercise of the Warrants (other than income taxes); provided,
however, that if the shares of Common Stock are to be delivered in a name other
than the name of the Holder, no such delivery shall be made unless the Person
requesting the same has paid to the Company the amount of transfer taxes or
charges incident thereto, if any.
5. HSR. To the extent required by the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976 (the "HSR Act") following any exercise or exchange of
this Warrant pursuant to Section 1 by the Holder and prior to the issuance and
delivery of the certificates for the shares of Common Stock required thereby,
the Company and the Holder shall cooperate in the preparation of, and file with
the United States Federal Trade Commission and the United States Department of
Justice, the notification and report form required for such and any supplemental
or additional information which may be reasonably requested in connection
therewith pursuant to the HSR Act and shall comply in all material respects with
the requirements of the HSR Act. The fees to be paid in connection with any such
filing under the HSR Act shall be paid by the Holder.
6. Transfer; Etc.
(a) This Warrant may not be transferred without the consent of the
Company; provided, however, that that the Initial Holder may assign all or any
portion of this Warrant to one or more designated controlled Affiliates of X. X.
Xxxxxxx Corporation, a Delaware corporation, by execution of the form of
assignment attached hereto or a substantially equivalent assignment form. Until
this Warrant is transferred on the books of the Company, the Company may treat
the registered Holder of this Warrant as he or it appears on the Company's books
at any time as the Holder for all purposes. The Company shall permit any Holder
of a Warrant or his duly authorized attorney, upon written request during
ordinary business hours, to inspect and copy or make extracts from its books
showing the registered holders of Warrants.
(b) This Warrant may not be sold, transferred, assigned or hypothecated
by the Holder except in compliance with the provisions of the Securities Act of
1933 and the applicable state securities "blue sky" laws, and is so transferable
only upon the books of the Company which it shall cause to be maintained for
such purpose.
(c) All Warrants issued upon the transfer or assignment of this Warrant
or part thereof or upon a partial exercise, exchange or purchase of this Warrant
will be dated the same date as this Warrant, and all rights of the holder
thereof shall be identical to those of the Holder.
(d) The Company shall not be required to pay any tax or taxes which may
be payable in respect of any transfer involved in the issue of any certificates
for Warrants in a name other than that of the registered Holder of a Warrant
surrendered upon the exercise or transfer of a Warrant and the Company shall not
be required to issue or deliver such certificates for Warrants unless and until
the Person or Persons requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid or are not due and owing.
(e) In connection with any transfer, the Holder will deliver to the
Company such certificates and other information as the Company may reasonably
require to confirm that the transfer complies with the foregoing restrictions.
7. Loss etc., of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Stockholder. This Warrant does not confer upon the
Holder any right to vote on, consent to or otherwise participate with respect to
matters to a vote of the stockholders of the Company or to receive notice as a
stockholder of the Company, as such, in respect of any matters whatsoever, nor
any other rights or liabilities as a stockholder, prior to the exercise hereof;
this Warrant does, however, require certain notices to the Holder as set forth
herein.
9. Communication. Any notice or other communication to be given hereunder
shall be given by hand delivery, by overnight carrier, in each case at the
addresses set forth in this section, and shall be deemed to have been given when
received. The Company or the Holder may change its address for receiving notices
by giving written notice of such change to the other.
If to the Company, to:
Capital Trust, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxx, Chief Executive Officer
If to the Holder, to:
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10. Headings. The headings of this Warrant have been inserted as a matter
of convenience and shall not affect the construction hereof.
11. Applicable Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to the
principles of conflicts of law thereof.
12. Amendment, Waiver, etc. Except as expressly provided herein, neither
this Warrant nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought;
provided, however, that any provisions hereof may be amended, waived, discharged
or terminated upon the written consent of the Company and the majority in
interest of the Holders.
13. Certain Definitions.
"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or is under common control
with such Person. For the purposes of this definition, "control", when used with
respect to any Person, means possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of the such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms of "affiliated", "controlling" and "controlled" have meanings
correlative to the foregoing.
"Board of Directors" means the board of directors of the Company.
"Closing Price", with respect to any security on any day, means the last
reported sale price, regular way on such day, or, if no sale takes place on such
day, the average of the reported closing bid and asked prices on such day,
regular way, in either case as reported on the NYSE Composite Tape, or, if such
security is not listed or admitted to trading on the New York Stock Exchange, on
the principal national securities exchange on which such security is listed or
admitted to trading, or, if such security is not listed or admitted to trading
on a national securities exchange, on the NASDAQ Stock
Market of the National Association of Securities Dealers, Inc., or, if such
security is not quoted or admitted to trading on such quotation system, on the
principal quotation system on which such security is listed or admitted to
trading or quoted, or, if not listed or admitted to trading or quoted on any
national securities exchange or quotation system, the average of the closing bid
and asked prices of such security in the over-the-counter market on the day in
question as reported by the National Quotation Bureau Incorporated, or a similar
generally accepted reporting service, or, if not so available in such manner, as
furnished by any New York Stock Exchange member firm selected from time to time
by the Board of Directors (or any committee duly authorized by the Board of
Directors) for that purpose or, if not so available in such manner, as otherwise
determined in good faith by the Board of Directors (or any committee duly
authorized by the Board of Directors).
"Initial Holder" means X. X. Xxxxxxx Corporation, a Delaware corporation,
and/or one or more of its designated Affiliates to whom it transfers Warrants.
"Person" means an individual, partnership, corporation, limited liability
company, trust, estate, or unincorporated organization, or other entity, or a
government or agency or political subdivision thereof.
"Trading Day" means a day on which any securities are traded on the
national securities exchange or quotation system used to determine the Closing
Price.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
this 11th day of May, 2004.
CAPITAL TRUST, INC.
By:
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Xxxx X. Xxxxx
Chief Executive Officer
SUBSCRIPTION
The undersigned, ___________________, pursuant to the provisions of
the foregoing Warrant, hereby agrees to subscribe for and purchase __________
shares of the Common Stock, par value $.01 per share, of Capital Trust, Inc.
covered by said Warrant, and makes payment therefor in full at the price per
share provided by said Warrant.
Dated: Signature:
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Address:
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ASSIGNMENT
FOR VALUE RECEIVED _______________ hereby sells, assigns and
transfers unto ____________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of
Capital Trust, Inc.
Dated: Signature:
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Address:
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PARTIAL ASSIGNMENT
FOR VALUE RECEIVED _______________ hereby assigns and transfers unto
____________________ the right to purchase _______ shares of Common Stock, par
value $.01 per share, of Capital Trust, Inc. covered by the foregoing Warrant,
and a proportionate part of said Warrant and the rights evidenced thereby, and
does irrevocably constitute and appoint ____________________, attorney, to
transfer such part of said Warrant on the books of Capital Trust, Inc.
Dated: Signature:
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Address:
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