Exhibit 4.3
CARRAMERICA REALTY CORPORATION
AND
______________________________, AS WARRANT AGENT
[FORM OF] COMMON STOCK WARRANT AGREEMENT
DATED AS OF ______________, ____
TABLE OF CONTENTS
PAGE
PARTIES 1
RECITALS 1
SECTION 1. Appointment of Warrant Agent 1
SECTION 2. Form of Warrant 1
SECTION 3. Countersignature and Registration 2
SECTION 4. Transfers and Exchanges 2
SECTION 5. Exercise of Warrants 2
SECTION 6. Payment of Taxes 3
SECTION 7. Mutilated or Missing Warrants 3
SECTION 8. Reservation of Shares, etc. 3
SECTION 9. Warrant Price; Adjustments 4
SECTION 10. Notice to Warrantholders 9
SECTION 11. Certain Covenants of the Company 9
SECTION 12. Disposition of Proceeds, etc. 10
SECTION 13. Merger or Consolidation or Change of Name of
Warrant Agent 10
SECTION 14. Duties of Warrant Agent 10
SECTION 15. Change of Warrant Agent 12
SECTION 16. Identity of Transfer Agent 12
SECTION 17. Notices 12
SECTION 18. Supplements and Amendments 13
SECTION 19. Successors 13
SECTION 20. Governing Law 13
SECTION 21. Benefits of This Agreement 13
SECTION 22. Counterparts 13
[SECTION 23. Acceleration of Warrants by the Company 13]
TESTIMONIUM 14
SIGNATURES 14
EXHIBIT A: Form of Warrant. A-1
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COMMON STOCK WARRANT AGREEMENT
COMMON STOCK WARRANT AGREEMENT, dated as of _______________ ___, ____,
between CarrAmerica Realty Corporation, a Maryland corporation (hereinafter
called the "Company"), and ____________________, having a corporate trust office
in __________________, as warrant agent (hereinafter called the "Warrant
Agent").
WHEREAS, the Company proposes to issue [Class __] Purchase Warrants
(hereinafter called the "Warrants") entitling the holders thereof to purchase an
aggregate of ______ shares of Common Stock of the Company (par value $.01 per
share) (hereinafter called the "Shares") at an initial cash purchase price of
$_____ per Share at any time [after __________ and] before [____] p.m., [City]
time, on ________, ____ (hereinafter called the "Expiration Date") (unless
extended as provided in Section 9A hereof); and
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT -
WHEREAS, the Warrants will be offered in Units, each of which consists
of ________________ and Warrants to purchase _______ Shares; and]
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer, exchange and exercise of Warrants to be issued
from time to time by the Company;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
SECTION 1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints
the Warrant Agent to act as agent for the Company in accordance with the
instructions hereinafter in this Agreement set forth, and the Warrant Agent
hereby accepts such appointment.
SECTION 2. FORM OF WARRANT. The text of the Warrants and the form of
election to purchase Shares to be set forth on the reverse thereof shall be
substantially as set forth in Exhibit A attached hereto. Each Warrant shall,
subject to the terms of this Warrant Agreement, entitle the registered holder
thereof to initially purchase the number of Shares specified therein at an
initial exercise price of $_____ per Share; provided, however, that the Warrant
Exercise Price and the number of Shares issuable upon exercise of Warrants are
subject to adjustment upon the occurrence of certain events, all as hereinafter
provided. The Warrants shall be executed on behalf of the Company by the manual
or facsimile signature of the present or any future Chairman of the Board,
President or Vice President of the Company, under its seal, affixed or in
facsimile, and by the manual or facsimile signature of the present or any future
Secretary or Assistant Secretary of the Company.
The Company shall promptly notify the Warrant Agent from time to time
in writing of the number of Warrants to be issued and furnish written
instructions in connection therewith signed by an executive officer of the
Company; such notification and instructions may, but need not be, in the form of
a general or continuing authorization to the Warrant Agent.
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The Warrants shall be dated by the Warrant Agent as of the date of each
initial issuance, and as of the date of issuance thereof upon any transfer or
exchange thereof.
SECTION 3. COUNTERSIGNATURE AND REGISTRATION. The Warrant Agent shall
maintain books for the transfer and registration of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective registered holders thereof. The Warrants
shall be countersigned by the Warrant Agent (or by any successor to the Warrant
Agent then acting as warrant agent under this Agreement) and shall not be valid
for any purpose unless so countersigned. Such Warrants may be so countersigned,
however, by the Warrant Agent (or by its successor as warrant agent) and be
delivered by the Warrant Agent, notwithstanding that the persons whose manual or
facsimile signatures appear thereon as proper officers of the Company shall have
ceased to be such officers at the time of such countersignature or delivery.
Upon issuance of any Warrant, the Company will present the same, or cause the
same to be presented, to the Warrant Agent for countersignature of such Warrant.
SECTION 4. TRANSFERS AND EXCHANGES. The Warrant Agent shall transfer,
from time to time, any outstanding Warrants upon the books to be maintained by
the Warrant Agent for that purpose, upon the surrender thereof for transfer
properly endorsed or accompanied by appropriate instructions for transfer. Upon
any such transfer, a new Warrant of like tenor shall be issued to the transferee
and the surrendered Warrant shall be canceled by the Warrant Agent. All such
Warrants so canceled shall be delivered by the Warrant Agent to the Company from
time to time. The Warrants may be exchanged at the option of the holder thereof,
when surrendered at the office in ____________________ of the Warrant Agent, for
another Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Shares. The
Warrant Agent is hereby irrevocably authorized to countersign and deliver, in
accordance with the provisions of this Section and Section 3 of this Agreement,
such new Warrants required pursuant to the provisions of this Section, and the
Company, whenever required by the Warrant Agent, will supply the Warrant Agent
with Warrants duly executed on behalf of the Company for such purpose.
[IF THE WARRANTS ARE ATTACHED TO OTHER SECURITIES, INSERT -
Notwithstanding the foregoing, until ________________________, the
Warrants shall not be transferable apart from the _______________________ to
which they are attached, any transfer of the _____________________________ shall
be deemed a transfer of the Warrants attached thereto, and any attempt to
transfer the Warrants apart from the _________ shall be void and of no effect.
Each Warrant shall contain a legend to the foregoing effect.]
SECTION 5. EXERCISE OF WARRANTS. The registered holder of each Warrant
shall have the right, which may be exercised as in such Warrant expressed, to
purchase from the Company (and the Company shall issue and sell to such
registered holder) the number of Shares specified in such Warrant, upon
surrender to the Company, at the office in ________________________________ of
the Warrant Agent of such Warrant, with the form of election to purchase on the
reverse thereof duly filled in and signed, and upon payment to the Warrant Agent
for the account of the Company of the Warrant Exercise Price, determined in
accordance with the provisions of Section 9 of this Agreement, for the number of
Shares in respect of which such Warrant is then exercised. Payment of such
Warrant Exercise Price may be made in cash, or by certified check or bank draft
or postal or express money order, payable in United States dollars, to the order
of the Warrant Agent. No adjustment shall be made for any dividends on any
Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such
surrender of Warrants, and payment of the Warrant Exercise Price as aforesaid,
the Company shall issue and cause to
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be delivered with all reasonable dispatch to or upon the written order of the
registered holder of such Warrants, and in such name or names as such registered
holder may designate, a certificate or certificates for the number of full
Shares so purchased upon the exercise of such Warrants, together with cash, as
provided in Section 9 of this Agreement, in respect of any fraction of a Share
otherwise issuable upon such surrender. Such certificate or certificates shall
be deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of record of such Shares as of the date
of the surrender of such Warrants and payment of the Warrant Exercise Price as
aforesaid; provided, however, that if, at the date of surrender of such Warrants
and payment of such Warrant Exercise Price, the transfer books for the Shares
purchasable upon the exercise of such Warrants shall be closed, no such
surrender of such Warrants and no such payment of such Warrant Exercise Price
shall be effective to constitute the person so designated to be named therein as
the holder of record of such Shares on such date, but shall be effective to
constitute such person as the holder of record of such Shares for all purposes
at the opening of business on the next succeeding day on which the transfer
books for the Shares purchasable upon the exercise of such Warrants shall be
opened, and the certificates for the Shares in respect of which such Warrants
are then exercised shall be issuable as of the date on which such books shall
next be opened, and until such date the Company shall be under no duty to
deliver any certificate for such Shares. The rights of purchase represented by
the Warrants shall be exercisable, at the election of the registered holders
thereof, either as an entirety or from time to time for part only of the Shares
specified therein and, in the event that any Warrant is exercised in respect of
less than all of the Shares specified therein at any time before the Expiration
Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for
the remaining number of Shares specified in the Warrant so surrendered, and the
Warrant Agent is hereby irrevocably authorized to countersign and to deliver the
required new Warrants pursuant to the provisions of this Section and of Section
3 of this Agreement, and the Company, whenever required by the Warrant Agent,
will supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.
SECTION 6. PAYMENT OF TAXES. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Shares issuable upon the exercise
of Warrants; provided, however, that 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 or delivery of any certificates for Shares in a name other than that of
the registered holder of Warrants in respect of which such Shares are issued and
the Company shall not be required to issue and deliver the certificates for such
Shares unless and until the holder has paid to the Company the amount of any tax
which may be payable in respect of any transfer involved in such issuance or
shall establish to the satisfaction of the Company that such tax has been paid.
SECTION 7. MUTILATED OR MISSING WARRANTS. In case any of the Warrants
shall be mutilated, lost, stolen or destroyed, the Company will issue and the
Warrant Agent will countersign and deliver in exchange and substitution for and
upon cancellation of the mutilated Warrant, or in lieu of and substitution for
the Warrant mutilated, lost, stolen or destroyed, a new Warrant of like tenor
and representing an equivalent right or interest, but only upon receipt of
evidence satisfactory to the Company and the Warrant Agent of the mutilation,
loss, theft or destruction of such Warrants and indemnity, if requested, also
satisfactory to them. Applicants for such substitute Warrants shall also comply
with such other reasonable regulations and pay such other reasonable charges as
the Company or the Warrant Agent may prescribe. Any such new Warrant shall
constitute an original contractual obligation of the Company whether or not the
allegedly mutilated, lost, stolen or destroyed Warrant shall be at any time
enforceable by anyone.
SECTION 8. RESERVATION OF SHARES, ETC. Before the issuance of any
Warrants there shall have been reserved, and the Company shall at all times
through the Expiration Date keep reserved,
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out of its authorized and unissued Common Stock, a number of Shares sufficient
to provide for the exercise of the rights of purchase represented by the
Warrants, and the Transfer Agent for the Shares and every subsequent Transfer
Agent for the Shares issuable upon the exercise of any of the rights of purchase
aforesaid are hereby irrevocably authorized and directed at all times to reserve
such number of authorized and unissued Shares as shall be requisite for such
purpose. The Company will keep a copy of this Agreement on file with the
Transfer Agent for the Shares and with every subsequent Transfer Agent for the
Shares issuable upon the exercise of the rights of purchase represented by the
Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from
time to time from such Transfer Agent certificates required to honor outstanding
Warrants that have been exercised. The Company will supply such Transfer Agent
with duly executed certificates for such purpose and will itself provide or
otherwise make available any cash which may be issuable as provided in Section 9
of this Agreement. All Warrants surrendered in the exercise of the rights
thereby evidenced or surrendered for transfer, exchange or partial exercise
shall be canceled by the Warrant Agent and shall thereafter be delivered to the
Company.
SECTION 9. WARRANT PRICE; ADJUSTMENTS. A. The warrant price per share
at which Shares shall be purchasable upon exercise of Warrants (herein called
the "Warrant Exercise Price") to and including the Expiration Date (unless the
Expiration Date is extended as provided below in this Section 9A) shall be $____
per share, or, if adjusted as provided in this Section, shall be such price as
so adjusted. The Warrants will not be exercisable before [the close of business
on the date of any initial issuance thereof] [_________________] and will expire
at [_______] p.m., [City] time, on the Expiration Date; provided, however, that
the Company reserves the right to, and may, in its sole discretion, at any time
and from time to time, at such time or times as the Company so determines,
extend the Expiration Date of the Warrants for such periods of time as it
chooses; further provided that in no case may the Expiration Date of the
Warrants (as extended) be extended beyond five years from the Expiration Date
set forth above. Whenever the Expiration Date of the Warrants is so extended,
the Company shall at least 20 days before the then Expiration Date cause to be
mailed to the Warrant Agent and the registered holders of the Warrants in
accordance with the provisions of Section 17 hereof a notice stating that the
Expiration Date has been extended and setting forth the new Expiration Date.
B. The above provision is, however, subject to the following:
(1) The Warrant Exercise Price, the number of Shares
purchasable upon exercise of each Warrant and the number of Warrants
outstanding shall be subject to adjustment as follows:
(a) In case the Company shall at any time after the date of
this Agreement (i) pay a dividend, or make a distribution, on
the Common Stock which is payable in shares of its capital
stock (whether Shares of Common Stock or of capital stock of
any other class), (ii) subdivide or reclassify its outstanding
Shares of Common Stock into a greater number of securities
(including Shares of Common Stock), or (iii) combine or
reclassify its outstanding Shares of Common Stock into a
smaller number of shares (including Shares of Common Stock),
the number of Shares purchasable upon exercise of each Warrant
immediately before the occurrence of such event shall be
adjusted so that the holder of each Warrant shall be entitled
to receive upon payment of the Warrant Exercise Price the
aggregate number of shares of the Company which, if such
Warrant had been exercised immediately before the occurrence
of such event, such holder would have owned or have been
entitled to receive immediately after the occurrence of such
event. An adjustment made pursuant to this subparagraph (a)
shall become effective immediately after the record date in
the case of a dividend and shall become effective immediately
after the effective
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date in the case of a subdivision or combination. If, as a
result of an adjustment made pursuant to this subparagraph
(a), the holder of any Warrant thereafter exercised shall
become entitled to receive shares of two or more classes of
capital stock of the Company, the Board of Directors of the
Company (whose determination shall be conclusive) shall
determine the allocation between or among shares of such
classes of capital stock. In the event that at any time, as a
result of an adjustment made pursuant to this subparagraph
(a), the holder of any Warrant thereafter exercised shall
become entitled to receive any shares or other securities of
the Company other than Shares of Common Stock, thereafter the
number of such other shares so received upon exercise of any
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 Shares of Common Stock
contained in this paragraph, and the other provisions of this
paragraph 9B(1) with respect to the Shares of Common Stock
shall apply on like terms to any such other shares or other
securities.
(b) In case the Company shall fix a record date for
the issuance of rights or warrants to all holders of its
Common Stock entitling them (for a period expiring within 45
days after such record date) to subscribe for or purchase
Common Stock at a price per share less than the current market
price per share of Common Stock (as defined in subparagraph
(e) below) at such record date, the Warrant Exercise Price
shall be determined by multiplying the Warrant Exercise Price
in effect immediately before such record date by a fraction,
the numerator of which shall be the number of Shares of Common
Stock outstanding on such record date plus the number of
Shares of Common Stock which the aggregate offering price of
the total number of Shares so offered would purchase at such
current market price, and the denominator of which shall be
the number of Shares of Common Stock outstanding on such
record date plus the number of additional Shares of Common
Stock offered for subscription or purchase. Such adjustment
shall be made successively whenever such a record date is
fixed, and shall become effective immediately after such
record date. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase Shares of
Common Stock at less than such current market price, and in
determining the aggregate offering price of such Shares, there
shall be taken into account any consideration received by the
Company for such rights or warrants, the value of such
consideration, if other than cash, to be determined by the
Board of Directors of the Company. Common Stock owned by or
held for the account of the Company or any majority owned
subsidiary shall not be deemed outstanding for the purpose of
any adjustment required under this subparagraph (b).
(c) In case the Company shall fix a record date for
making a distribution to all holders of its Common Stock of
evidences of its indebtedness or assets (excluding regular
quarterly or other periodic or recurring cash dividends or
distributions and cash dividends or distributions paid from
retained earnings or referred to in subparagraph (a) above) or
rights or warrants to subscribe or warrants to purchase
(excluding those referred to in subparagraph (b) above), then
in each such case the Warrant Exercise Price shall be
determined by multiplying the Warrant Exercise Price in effect
immediately before such record date by a fraction (x) the
numerator of which shall be such current market price (as
defined in subparagraph (e) below) per Share of Common Stock
on such record date, less the then fair market value (as
determined in good faith by the Board of Directors, whose
determination shall be conclusive) of the portion of the
assets or evidences of indebtedness so distributed or of such
subscription rights or warrants applicable
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to one share of the Common Stock and (y) the denominator of
which shall be the current market price per share of the
Common Stock on such record date. Such adjustment shall be
made successively whenever such a record date is fixed and
shall become effective immediately after such record date.
Notwithstanding the foregoing, in the event that the Company
shall distribute any rights or warrants to acquire capital
stock ("Rights") pursuant to this subparagraph (c), the
distribution of separate certificates representing such Rights
after their initial distribution (whether or not such
distribution shall have occurred before the date of the
issuance of such Warrants) shall be deemed to be the
distribution of such Rights for purposes of this subparagraph
(c), provided, however, that the Company may, in lieu of
making any adjustment pursuant to this subparagraph (c) upon a
distribution of separate certificates representing such
Rights, make proper provision so that each holder of such
Warrants who exercises such Warrants (or any portion thereof)
(A) before the record date for such distribution of separate
certificates shall be entitled to receive upon such exercise
Shares of Common Stock issued with Rights and (B) after such
record date and before the expiration, redemption or
termination of such Rights shall be entitled to receive upon
such exercise, in addition to the Shares of Common Stock
issuable upon such exercise, the same number of such Rights as
would a holder of the number of Shares of Common Stock that
such Warrants so exercised would have entitled the holder
thereof to purchase in accordance with the terms and
provisions of and applicable to the Rights if such Warrants
were exercised immediately before the record date for such
distribution. Common Stock owned by or held for the account of
the Company or any majority owned subsidiary shall not be
deemed outstanding for the purpose of any adjustment required
under this subparagraph (c).
(d) After each adjustment of the number of Shares
purchasable upon exercise of each Warrant pursuant to
subparagraph 9B(1)(a), the Warrant Exercise Price shall be
adjusted by multiplying such Warrant Exercise Price
immediately before such adjustment by a fraction of which the
numerator shall be the number of Shares purchasable upon
exercise of each Warrant immediately before such adjustment,
and the denominator of which shall be the number of Shares so
purchasable immediately thereafter. After each adjustment of
the Warrant Exercise Price pursuant to subparagraph 9B(1)(b)
or (c), the total number of Shares or fractional part thereof
purchasable upon the exercise of each Warrant shall be
proportionately adjusted to such number of Shares or
fractional parts thereof as the aggregate Warrant Exercise
Price of the number of Shares or fractional part thereof
purchasable immediately before such adjustment will buy at the
adjusted Warrant Exercise Price.
(e) For the purpose of any computation under
subparagraphs 9B(1)(b) and (c) above, the current market price
per Share of Common Stock at any date shall be deemed to be
the average of the daily closing prices for the 30 consecutive
trading days commencing 45 trading days before the day in
question. The closing price for each day shall be (i) if the
Common Stock is listed or admitted for trading on the New York
Stock Exchange, the last sale price (regular way), or the
average of the closing bid and ask prices (regular way), if no
sale occurred, of Common Stock, in either case as reported on
the New York Stock Exchange Composite Tape or, if the Common
Stock is not listed or admitted to trading on the New York
Stock Exchange, on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or,
if not listed or admitted to trading on any national
securities exchange, on the National Market System of the
National Association of Securities Dealers, Inc. Automated
Quotations
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System ("NASDAQ") or, (ii) if not listed or quoted as
described in (i), the mean between the closing high bid and
low asked quotations of Common Stock reported by NASDAQ, or
any similar system for automated dissemination of quotations
of securities prices then in common use, if so quoted, or
(iii) if not quoted as described in clause (ii), the mean
between the high bid and low asked quotations for Common Stock
as reported by the National Quotation Bureau Incorporated if
at least two securities dealers have inserted both bid and
asked quotations for Common Stock on at least 5 of the 10
preceding trading days. If none of the conditions set forth
above is met, the closing price of Common Stock on any day or
the average of such closing prices for any period shall be the
fair market value of Common Stock as determined by a member
firm of the New York Stock Exchange selected by the Company.
(f) (A) Nothing contained herein shall be construed
to require an adjustment as a result of the issuance of Common
Stock pursuant to, or the granting or exercise of any rights
under, the Company's [LIST EMPLOYEE AND STOCKHOLDER PLANS, IF
ANY, THAT MIGHT OTHERWISE RESULT IN ADJUSTMENTS]; and (B) in
addition, no adjustment in the Warrant Exercise Price shall be
required unless and until the earlier of the following shall
have occurred: (x) such adjustment would require an increase
or decrease of at least 1% in the Warrant Exercise Price or
(y) a period of three years shall have elapsed from the date
of the occurrence of any event requiring any such adjustment
pursuant to subparagraphs 9B(1)(a), (b) or (c) above. All
adjustments shall be made to the nearest one hundredth of a
share and the nearest cent, and any adjustments which by
reason of this subparagraph (f) are not required to be made
shall be carried forward cumulatively and taken into account
in any subsequent adjustment which (including such
carryforward) is required to be made under this subparagraph
(f).
(g) In any case in which this subparagraph 9B(1)
shall require that an adjustment be made retroactively
immediately following a record date, the Company may elect to
defer (but only until five business days following the mailing
of the notice described in subparagraph 9B(5) below) issuing
to the holder of any Warrant exercised after such record date
the Shares issuable upon such exercise over and above the
Shares issuable upon such exercise only on the basis of the
Warrant Exercise Price before adjustment.
(h) The Company may, at its option, at any time until
the Expiration Date, reduce the then current Warrant Exercise
Price to any amount deemed appropriate by the Board of
Directors of the Company for any period not exceeding 20
consecutive days (as evidenced in a resolution adopted by such
Board of Directors), but only upon giving the notices required
by subparagraph 9B(5) 20 days before taking such action.
(i) Except as herein otherwise expressly provided, no
adjustment in the Warrant Exercise Price shall be made by
reason of the issuance of Shares, or securities convertible
into or exchangeable for Shares, or securities carrying the
right to purchase any of the foregoing or for any other reason
whatsoever.
(j) Irrespective of any of the adjustments in the
Warrant Exercise Price or the number of Shares, Warrant
Certificates theretofore issued may continue to express the
same prices and number of Shares as are stated in a similar
Warrant Certificate issuable
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initially, or at some subsequent time, pursuant to this
Agreement and such number of Shares specified therein shall be
deemed to have been so adjusted.
(2) No fractional Shares of Common Stock shall be issued upon
the exercise of Warrants. If more than one Warrant shall be exercised
at one time by the same holder, the number of full Shares which shall
be issuable upon such exercise shall be computed on the basis of the
aggregate number of Shares purchased pursuant to the Warrants so
exercised. Instead of any fractional Share of Common Stock which would
otherwise be issuable upon exercise of any Warrant, the Company shall
pay a cash adjustment in respect of such fraction in an amount equal to
the same fraction of the last sales price (or bid price if there were
no sales) per Share of Common Stock, in either case as reported on the
New York Stock Exchange Composite Tape on the trading day which next
precedes the day of exercise or, if the Common Stock is not then listed
or admitted to trading on the New York Stock Exchange, an amount equal
to the same fraction of the market price per share of Common Stock (as
determined in a manner described by the Board of Directors of the
Company) at the close of business on the trading day which next
precedes the day of exercise.
(3) In case any of the following shall occur while any
Warrants are outstanding: (a) any reclassification or change of the
outstanding Shares of Common Stock (other than a change in par value,
or from par value to no par value, or from no par value to par value);
or (b) any consolidation or merger to which the Company is a party
(other than a consolidation or a merger in which the Company is the
continuing entity and which does not result in any reclassification of,
or change in, the outstanding Shares issuable upon exercise of the
Warrants); or (c) any sale or conveyance of the property of the Company
as an entirety or substantially as an entirety; then the Company, or
such successor or purchaser, as the case may be, shall make appropriate
provision by amendment of this Agreement or otherwise so that the
holders of the Warrants then outstanding shall have the right at any
time thereafter, upon exercise of such Warrants, to purchase the kind
and amount of shares of stock and other securities and property
receivable upon such reclassification, change, consolidation, merger,
sale or conveyance as would be received by a holder of the number of
Shares of Common Stock issuable upon exercise of such Warrant
immediately before such reclassification, change, consolidation,
merger, sale or conveyance. Such provision shall provide for
adjustments which shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section 9. The above provisions
of this subparagraph 9B(3) shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales or
conveyances.
(4) Before taking any action which would cause an adjustment
decreasing the Warrant Exercise Price so that the Warrant Exercise
Price is below the then par value of the Shares of Common Stock, the
Company will take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable Shares of Common Stock at the
Warrant Exercise Price as so adjusted.
(5) Whenever the Warrant Exercise Price then in effect is
adjusted as herein provided, the Company shall mail to each holder of
the Warrants at such holder's address as it shall appear on the books
of the Company a statement setting forth the adjusted Warrant Exercise
Price then and thereafter effective under the provisions hereof,
together with the facts, in reasonable detail, upon which such
adjustment is based.
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(6) In case (i) the Company shall declare a dividend (or any
other distribution) on its Common Stock payable otherwise than in cash
out of its current or retained earnings, or (ii) the Company shall
authorize the granting to the holders of its Common Stock of rights to
subscribe for or purchase any shares of capital stock of any class or
of any other rights, or (iii) there is to be any reclassification of
the Common Stock of the Company (other than a subdivision or
combination of its outstanding Shares of Common Stock), or any
consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Company is required, or (iv) any
distribution is to be made on or in respect of the Common Stock in
connection with the dissolution, liquidation or winding up of the
Company, then the Company shall mail to each holder of Warrants at such
holder's address as it shall appear on the books of the Company, at
least 20 days (or 10 days in any case specified in clause (i) or (ii)
above) before the applicable record date hereinafter specified, a
notice stating (x) the record date for such dividend, distribution or
rights, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend,
distribution or rights are to be determined, or (y) the date on which
such reclassification, consolidation, merger, dissolution, liquidation
or winding up is expected to become effective, and the date as of which
it is expected that holders of Common Stock of record shall be entitled
to exchange their Shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger,
dissolution, liquidation or winding up. No failure to mail such notice
nor any defect therein or in the mailing thereof shall affect any such
transaction or any adjustment in the Warrant Exercise Price required by
this Section 9.
SECTION 10. NOTICE TO WARRANTHOLDERS. Nothing contained in this
Agreement or in any of the Warrants shall be construed as conferring upon the
holders thereof the right to vote or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter, or any rights whatsoever as
stockholders of the Company.
SECTION 11. CERTAIN COVENANTS OF THE COMPANY.
A. So long as any unexpired Warrants remain outstanding and if required
in order to comply with the Securities Act of 1933, as amended (the "Act"), the
Company covenants and agrees that it will file such post-effective amendments to
the registration statement filed pursuant to the Act with respect to the
Warrants (File No. 333-53751) (or such other registration statements or
post-effective amendments or supplements) as may be necessary to permit the
Company to deliver to each person exercising a Warrant a prospectus meeting the
requirements of Section 10(a)(3) of the Act and otherwise complying therewith,
and will deliver such a prospectus to each such person. The Company further
covenants and agrees that it will obtain and keep effective all permits,
consents and approvals of governmental agencies and authorities, and will use
its best efforts to take all action which may be necessary to qualify the Shares
for sale under the securities laws of such of the United States, as may be
necessary to permit the free exercise of the Warrants, and the issuance, sale,
transfer and delivery of the Shares issued upon exercise of the Warrants, and to
maintain such qualifications during the entire period in which the Warrants are
exercisable.
B. The Company covenants and agrees that it shall take all such action
as may be necessary to ensure that all Shares will at the time of delivery of
certificates for such Shares (subject to payment of the Warrant Exercise Price)
be duly and validly authorized and issued and fully paid and nonassessable
Shares, free from any preemptive rights and taxes, liens, charges and security
interests created by or imposed upon the Company.
- 9 -
C. The Company covenants and agrees that it will take all action which
may be necessary to cause the Shares to be duly listed on the New York Stock
Exchange or another securities exchange or the interdealer quotation system on
which the other Shares of Common Stock of the Company are listed at the dates of
exercise of the Warrants.
SECTION 12. DISPOSITION OF PROCEEDS, ETC.
A. The Warrant Agent shall account promptly to the Company with respect
to Warrants exercised and concurrently pay to the Company all moneys received by
the Warrant Agent for the purchase of Shares through the exercise of such
Warrants.
B. The Warrant Agent shall keep copies of this Agreement available for
inspection by holders of Warrants during normal business hours at its principal
office in the City of __________________, ____________.
SECTION 13. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT.
Any entity into which the Warrant Agent may be merged or with which it may be
consolidated, or any entity resulting from any merger or consolidation to which
the Warrant Agent shall be a party, or any entity succeeding to the corporate
trust business of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such entity would be eligible
for appointment as a successor Warrant Agent under the provisions of Section 15
of this Agreement. In case at the time such successor to the Warrant Agent shall
succeed to the agency created by this Agreement, and if any of the Warrants
shall have been countersigned but not delivered, any such successor to the
Warrant Agent may adopt the countersignature of the original Warrant Agent and
deliver such Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, any successor to the Warrant Agent
may countersign such Warrants either in the name of the predecessor Warrant
Agent or in the name of the successor Warrant Agent; and in all such cases such
Warrant shall have the full force provided in the Warrants and in this
Agreement.
In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrants shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignature under its prior name
and deliver Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, the Warrant Agent may countersign
such Warrants either in its prior name or in its changed name; and in all such
cases such Warrants shall have the full force provided in the Warrants and in
this Agreement.
SECTION 14. DUTIES OF WARRANT AGENT. The Warrant Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Warrants, by their
acceptance thereof, shall be bound:
A. The statements contained herein and in the Warrants shall be taken
as statements of the Company, and the Warrant Agent assumes no responsibility
for the correctness of any of the same except such as describe the Warrant Agent
or action taken or to be taken by it. The Warrant Agent assumes no
responsibility with respect to the distribution of the Warrants except as herein
otherwise provided.
B. The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement or in
the Warrants to be complied with by the Company.
- 10 -
C. The Warrant Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys, agents or employees, and the Warrant Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys, agents or employees or for any loss to the Company resulting
from such neglect or misconduct, provided reasonable care shall have been
exercised in the selection and continued employment thereof.
D. The Warrant Agent may consult at any time with counsel satisfactory
to it (who may be counsel for the Company), and the Warrant Agent shall incur no
liability or responsibility to the Company or to any holder of any Warrant in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with the opinion or the advice of such counsel.
E. The Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of any Warrant for any action taken in reliance on any
notice, resolution, waiver, consent, order, certificate, or other paper,
document or instrument believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties.
F. The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the performance
of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature incurred by the
Warrant Agent in the performance of this Agreement and to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments,
costs and counsel fees, for anything done or omitted by the Warrant Agent in the
performance of this Agreement except as a result of the Warrant Agent's gross
negligence or bad faith.
G. The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to involve
expense unless the Company or one or more registered holders of Warrants shall
furnish the Warrant Agent with reasonable security and indemnity for any costs
and expenses which may be incurred, but this provision shall not affect the
power of the Warrant Agent to take such action as the Warrant Agent may consider
proper, whether with or without any such security or indemnity. All rights of
action under this Agreement or under any of the Warrants may be enforced by the
Warrant Agent without the possession of any of the Warrants or the production
thereof at any trial or other proceeding relative thereto, and any such action,
suit or proceeding instituted by the Warrant Agent shall be brought in its name
as Warrant Agent, and any recovery of judgment shall be for the ratable benefit
of the registered holders of the Warrants, as their respective rights or
interests may appear.
H. The Warrant Agent and any stockholder, director, officer or employee
of the Warrant Agent may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to or
otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any
other capacity for the Company or for any other legal entity.
I. The Warrant Agent shall act hereunder solely as agent and not in a
ministerial capacity, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not be liable for anything which it
may do or refrain from doing in connection with this Agreement except for its
own gross negligence or bad faith.
- 11 -
SECTION 15. CHANGE OF WARRANT AGENT. The Warrant Agent may resign and
be discharged from its duties under this Agreement by giving to the Company
notice in writing, and to the holders of the Warrants notice by publication, of
such resignation, specifying a date when such resignation shall take effect,
which notice shall be published at the expense of the Company at least once a
week for two consecutive weeks in a newspaper of general circulation in the City
of New York before the date so specified. The Warrant Agent may be removed by
the Company by like notice from the Company to the Warrant Agent and the holders
of Warrants at the expense of the Company. If the Warrant Agent shall resign or
be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by the registered holder of a Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then, at
the expense of the Company, the Warrant Agent or the registered holder of any
Warrant may apply to any court of competent jurisdiction for the appointment of
a successor to the Warrant Agent. Any successor Warrant Agent, whether appointed
by the Company or by such a court, shall be a bank or trust company, in good
standing, incorporated under the laws of any State or of the United States of
America, having at the time of its appointment as Warrant Agent a combined
capital and surplus of at least $100,000,000. After appointment the successor
Warrant Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Warrant Agent without
further act or deed; but the former Warrant Agent shall deliver and transfer to
the successor Warrant Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Failure to file or publish any notice provided for in this Section,
however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Warrant Agent or the appointment of the successor
Warrant Agent, as the case may be.
SECTION 16. IDENTITY OF TRANSFER AGENT. Forthwith upon the appointment
of any Transfer Agent for the Shares or of any subsequent Transfer Agent for
Shares issuable upon the exercise of the rights of purchase represented by the
Warrants, the Company will file with the Warrant Agent a statement setting forth
the name and address of such Transfer Agent.
SECTION 17. NOTICES. Any notice pursuant to this Agreement to be given
or made by the Warrant Agent or by the registered holder of any Warrant to or on
the Company shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in writing by the
Company with the Warrant Agent) as follows:
CarrAmerica Realty Corporation
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Att'n: Corporate Secretary
Any notice pursuant to this Agreement to be given or made by the Company or by
the registered holder of any Warrant to or on the Warrant Agent shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing by the Warrant Agent with
the Company) as follows:
- 12 -
Any notice pursuant to this Agreement to be given or made by the Company or the
Warrant Agent to the registered holder of any Warrant shall be sufficiently
given or made (unless otherwise specifically provided for herein) if sent by
first-class mail, postage prepaid, addressed to said registered holder at his
address appearing on the Warrant register.
SECTION 18. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant
Agent may from time to time supplement or amend this Agreement without the
approval of any holders of Warrants in order to cure any ambiguity or to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and the
Warrant Agent may deem necessary or desirable and which will not materially
adversely affect the interest of the registered holders of the Warrants.
SECTION 19. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
SECTION 20. GOVERNING LAW. This Agreement and each Warrant Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of New York.
SECTION 21. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall
be construed to give to any person or entity other than the Company and the
Warrant Agent and the holders of Warrants any legal or equitable right, remedy
or claim under this Agreement, but this Agreement shall be for the sole and
exclusive benefit of the Company and the Warrant Agent and the holders of
Warrants.
SECTION 22. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
[IF THE WARRANTS ARE SUBJECT TO ACCELERATION BY THE COMPANY, INSERT -
SECTION 23. ACCELERATION OF WARRANTS BY THE COMPANY.
A. At any time on or after ____________________, the Company
shall have the right to accelerate any or all Warrants at any time by causing
them to expire at the close of business on the day next preceding a specified
date (the "Acceleration Date"), if the Market Price (as hereinafter defined) of
the Common Stock equals or exceeds _________ percent (____%) of the then
effective Warrant Exercise Price, adjusted as if no changes in such Warrant
Exercise Price had been made pursuant to subsection 9B, on any 20 Trading Days
(as hereinafter defined) within a period of 30 consecutive Trading Days ending
no more than five Trading Days before the date on which the Company gives notice
to the Warrant Agent of its election to accelerate the Warrants.
B. "Market Price" for each Trading Day shall be, if the Common
Stock is listed or admitted for trading on the New York Stock Exchange, the last
reported sale price, regular way (or, if no such price is reported, the average
of the reported closing bid and asked prices, regular way) of Common Stock, in
either case as reported on the New York Stock Exchange Composite Tape or, if the
Common Stock is not listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange on which Common Stock is
not listed or admitted to trading or, if not listed or admitted to trading on
any national securities exchange, on the National Market System of NASDAQ or, if
not
- 13 -
listed or admitted to trading on any national securities exchange or quoted on
the National Market System of NASDAQ, the average of the closing high bid and
low asked prices in the over-the-counter market, as reported by NASDAQ, or such
other system then in use, or if on any such date the Shares of Common Stock are
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by any New York Stock Exchange firm selected from time to
time by the Company for that purpose. "Trading Day" shall be each Monday through
Friday, other than any day on which securities are not traded in the system or
on the exchange that is the principal market for the Common Stock, as determined
by the Board of Directors of the Company.
C. In the event of an acceleration of less than all of the
Warrants, the Warrant Agent shall select the Warrants to be accelerated by lot,
pro rata or in such other manner as it deems, in its discretion, to be fair and
appropriate.
D. Notice of an acceleration specifying the Acceleration Date
shall be sent by mailing first class, postage prepaid, to each registered holder
of a Warrant Certificate representing a Warrant accelerated at such holder's
address appearing on the Warrant register not more than 60 days nor less than 30
days before the Acceleration Date. Such notice of an acceleration also shall be
given no more than 20 days, and no less than 10 days, before the mailing of
notice to registered holders of Warrants pursuant to this Section, by
publication at least once in a newspaper of general circulation in the City of
New York.
E. Any Warrant accelerated may be exercised until [_______]
p.m., [City] time, on the business day next preceding the Acceleration Date. The
Warrant Exercise Price shall be payable as provided in Section 5.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
CARRAMERICA REALTY CORPORATION
By _________________________
Its _____________________
Attest:
____________________________, as Warrant Agent
By __________________________
Its _____________________
Attest:
- 14 -
Exhibit A
FORM OF WARRANT CERTIFICATE
[Face of Warrant Certificate]
[IF WARRANTS ARE ATTACHED TO Before _______________, this
OTHER SECURITIES AND ARE NOT Warrant Certificate cannot be
IMMEDIATELY DETACHABLE. transferred or exchanged unless
attached to a [Title of Other
Securities].]
[FORM OF LEGEND IF WARRANTS ARE Before _______________,
NOT IMMEDIATELY EXERCISABLE. Warrants evidenced by this
Warrant Certificate cannot be
exercised.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
VOID AFTER [______] P.M., [CITY] TIME, ON ____________, 19__
CARRAMERICA REALTY CORPORATION
Warrants to Purchase
Warrant Certificate Representing
[Title of Warrant Securities]
No. __________ ____________
Warrants
This certifies that ____________________________ or registered assigns
is the registered owner of the above indicated number of Warrants, each Warrant
entitling such owner [IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT
IMMEDIATELY DETACHABLE - , subject to the registered owner qualifying as a
"Holder" of this Warrant Certificate, as hereinafter defined) to purchase, at
any time [after [___] p.m., [City] time, on _______________ and] on or before
[___] p.m., [City] time, on ____________________, ____________ shares of [Title
of Warrant Securities] (the "Warrant Securities"), of CarrAmerica Realty
Corporation (the "Company") on the following basis: during the period from
_______________, through and including ______________, the exercise price of
each Warrant will be ___________; during the period from ________, through and
including ________, the exercise price of each warrant will be ________ (the
"Warrant Price"). No adjustment shall be made for any dividends on any Warrant
Securities issuable upon exercise of any Warrant. The Holder may exercise the
Warrants evidenced hereby by providing certain information set forth on the back
hereof and by paying in full [in lawful money of the United States of America]
[in cash or by certified check or official bank check or by bank wire transfer,
in each case,] [by bank wire transfer] in immediately available funds, the
Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter
defined) and by surrendering this Warrant Certificate, with the purchase form on
the back hereof duly executed, at the
A-1
corporate trust office of [name of Warrant Agent], or its successor as warrant
agent (the "Warrant Agent"), [or ________________________], which is, on the
date hereof, at the address specified on the reverse hereof, and upon compliance
with and subject to the conditions set forth herein and in the Warrant Agreement
(as hereinafter defined).
The term "Holder" as used herein shall mean [IF WARRANTS ARE ATTACHED
TO OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE - before ___________, __
(the "Detachable Date"), the registered owner of the Company's [title of Other
Securities] to which this Warrant Certificate was initially attached, and after
such Detachable Date,] the person in whose name at the time this Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 4 of the Warrant Agreement.
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities in registered form. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of __________ __, ____ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent [and at _________________].
[IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY
DETACHABLE - Before the Detachable Date, this Warrant Certificate may be
exchanged or transferred only together with the [Title of Other Securities] (the
"Other Securities") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Security. Additionally, on or before the Detachable
Date, each transfer of such Other Securities or register of transfer of the
Other Securities shall operate also to transfer or register the transfer of this
Warrant Certificate. After such date, transfer of this] [IF WARRANTS ARE
ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE - Transfer of
this] Warrant Certificate may be registered when this Warrant Certificate is
surrendered at the corporate trust office of the Warrant Agent [or
_________________________] by the registered owner or such owner's assigns, in
person or by an attorney duly authorized in writing, in the manner and subject
to the limitations provided in the Warrant Agreement.
[IF OTHER SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE
- Except as provided in the immediately preceding paragraph, after] [IF OTHER
SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANT ALONE -
After] countersignature by the Warrant Agent and before the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent [or ____________] for Warrant Certificates
representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the Holder hereof to any of
the rights of a holder of the Warrant Securities, including, without limitation,
the right to receive payments of dividends or distributions, if any, on the
Warrant Securities or to exercise any voting rights.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
A-2
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
in its name and on its behalf by the facsimile signatures of its duly authorized
officers.
Dated: ______________ ___, ________ CARRAMERICA REALTY CORPORATION
By ____________________________
Its ____________________________
ATTEST:
Countersigned: _______________________
As Warrant Agent
By _____________________________ Authorized Signature
A-3
[Reverse of Warrant Certificate]
The Warrants evidenced hereby and the Warrant Securities are subject to
the provisions of the Charter and Bylaws of the Company, including provisions
that set forth restrictions on transfer and ownership for the purpose of
maintaining the Company's status as a real estate investment trust under the
Internal Revenue Code of 1986, as amended (the "Code"). No Person may (1)
Beneficially Own shares of Common Stock in excess of 5 percent (or such greater
percentage as may be determined by the Board of Directors of the Company) of the
outstanding Common Stock of the Company (unless such Person is an Existing
Holder or a Special Shareholder), (2) Beneficially Own shares of any class or
series of Preferred Stock in excess of 5 percent (or such greater percentage as
may be determined by the Board of Directors of the Company) of the outstanding
shares of such class or series of Preferred Stock of the Company (unless such
Person is an Existing Holder or Special Shareholder), (3) Beneficially Own
capital stock that would result in the Company's being "closely held" (within
the meaning of Section 856(h) of the Code) or Acquire capital stock that would
result in the Company having fewer than 100 shareholders (as determined for
purposes of Section 856(a)(5) of the Code), or (4) unless such Person is a
Special Shareholder, Acquire shares of capital stock if, as a result of such
Acquisition, the Company would fail to qualify as a "domestically controlled
REIT" (within the meaning of Section 897(h)(4) of the Code) (determined assuming
that the Special Shareholders are Non-U.S. Persons and own a percentage (by
value) of the Company's capital stock corresponding to the Special Shareholders'
Percentage). Separate restrictions set forth in Article V of the Company's
Charter apply to Existing Holders and Special Shareholders. Any Person who
attempts to Beneficially Own shares of capital stock in excess of these
limitations must immediately notify the Company. If any of the restrictions on
transfer or ownership set forth in Article V of the Charter are violated, the
Warrants represented hereby will automatically be transferred to the Trustee of
a Trust for the benefit of a Charitable Beneficiary pursuant to the terms of
Article V of the Company's Charter. In addition, attempted transfers of capital
stock or interests in capital stock in violation of these limitations (as
modified or expanded upon in Article V of the Company's Charter), may be void ab
initio. A Person who attempts to Beneficially Own shares of capital stock in
violation of the ownership limitations set forth in Section 5.2 of the Company's
Charter shall have no claim, cause of action, or any other recourse whatsoever
against a transferor of such shares. Capitalized terms in the foregoing
sentences of this paragraph not otherwise defined in this Warrant Certificate
that are defined in the Company's Charter have the meanings ascribed to them in
the Charter.
(Instructions for Exercise of Warrant)
To exercise the Warrants evidenced hereby, the Holder must pay [in
United States dollars] [in cash or by certified check or official bank check or
by bank wire transfer, in each case] [by bank wire transfer in immediately
available funds], the Warrant Price in full for Warrants exercised, to [Warrant
Agent] [address of Warrant Agent], Att'n: __________________, which payment must
specify the name of the Holder and the number of Warrants exercised by such
Holder. In addition, the Holder must complete the information required below and
present this Warrant Certificate in person or by mail (certified or registered
mail is recommended) to the Warrant Agent at the appropriate address set forth
below. This Warrant Certificate, completed and duly executed, must be received
by the Warrant Agent within five business days of the payment.
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise ______ Warrants,
evidenced by this Warrant Certificate, to purchase ______ shares of the [Title
of Warrant Securities] (the "Warrant Securities") of CarrAmerica Realty
Corporation and represents that he or she has tendered payment for such Warrant
A-4
Securities [in Dollars] [in cash or by certified check or official bank check or
by bank wire transfer, in each case] [by bank wire transfer in immediately
available funds] to the order of CarrAmerica Realty Corporation, c/o [insert
name and address of Warrant Agent], in the amount of ________ in accordance with
the terms hereof. The undersigned requests that said principal amount of Warrant
Securities be in fully registered form in the authorized denominations,
registered in such names and delivered all as specified in accordance with the
instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated: ___________________________ Name __________________________________
(Please Print)
_________________________________ Address _______________________________
(Insert Social Security or Other
Identifying Number of Holder) _______________________________________
Signature Guaranteed
______________________________ Signature _____________________________
[FOR REGISTERED WARRANTS -- Signature must
conform in all respects to name of holder
as specified on the face of this Warrant
Certificate and must bear a signature
guarantee by a bank, trust company or
member broker of the New York, Midwest or
Pacific Stock Exchange]
This Warrant may be exercised at the following addresses:
By hand at __________________________________________
By hand at __________________________________________
[Instructions as to form and delivery of Warrant Securities and, if applicable,
Warrant Certificates evidencing unexercised Warrants - complete as appropriate.]
ASSIGNMENT
(Form of assignment to be executed if
Warrant Holder desires to transfer Warrant)
FOR VALUE RECEIVED, _________________________ hereby sells, assigns and
transfers unto
_____________________________________
Print or Type Name
A-5
_____________________________________
Xxxxxx Xxxxxxx
_______________________________ _________ __________
City State Zip Code
____________________________________________
Social Security or other Identifying Number
the right represented by the within Warrant to purchase ___________________
Shares of Common Stock ($.01 par value) of CarrAmerica Realty Corporation to
which the within Warrant relates and appoints _________________________________
attorney to transfer such right on the books of the Warrant Agent with full
power of substitution in the premises.
Dated: _________________________ ________________________________________
Signature (Signature must conform in all
respects to name of holder as specified
on the face of the Warrant)
Signature Guaranteed
_____________________________________
A-6
