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EXHIBIT 99.5
WARRANT AGREEMENT
This Warrant Agreement, is made and entered into as of October 3,
1997, by and between American Industrial Properties REIT, a Texas real estate
investment trust (the "Company"), and AG Industrial Investors, L.P.,
("Investor").
WHEREAS, the Company, AIP-SWAG Operating Partnership, L.P., a Delaware
limited partnership (the "Operating Partnership"), and Xxxxxxx West Investment
Corporation ("Xxxxxxx West"), acting on behalf of Investor and Xxxxxxx West
Acquisition Company, LLC, have entered into a Contribution and Exchange
Agreement, dated as of September 25, 1997 (the "Contribution Agreement"),
pursuant to which, among other things, the Operating Partnership agreed to
acquire the right to purchase certain real property from Xxxxxxx West; and
WHEREAS, pursuant to the Contribution Agreement, the Company has
agreed to issue to Investor a warrant as hereinafter described (the "Warrant")
to purchase up to an aggregate of 100,000 (subject to adjustment as hereinafter
provided) shares of beneficial interest, par value $0.10 per share (the
"Common Shares"), of the Company.
NOW, THEREFORE, the parties hereto, in consideration of the foregoing,
the mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, hereby agree as follows:
1. Form of Warrant. The text of the Warrant certificate
and of the form of election to purchase Common Shares (as used
herein the term "Shares" refers to the Common Shares and,
where appropriate, such term shall also mean the other
securities or property purchasable upon the exercise of a
Warrant as provided for herein upon the happening of certain
events) shall be substantially as set forth in Exhibit A
attached hereto (the "Warrant Certificate"), which is hereby
incorporated by reference and made a part hereof. The Warrant
Certificate shall be executed on behalf of the Company by an
appropriate officer of the Company. Such signature may be in
the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificate.
The Warrant Certificate shall be dated the date of execution
by an appropriate officer of the Company either upon initial
issuance or upon any division, exchange, substitution or
transfer thereof that is permitted by this Agreement.
2. Registration. The Warrant Certificate and any
certificates issued upon transfer or exchange of the Warrant
shall be numbered and shall be registered in a Warrant
register. The Company shall be entitled to treat the
registered holder of any Warrant in the Warrant register (the
"Holder") as the owner in fact thereof for all purposes
(notwithstanding any notation of ownership or other writing
thereon made by anyone) and shall not be bound to recognize
any equitable or other claim to or interest in such Warrant on
the part of any other person, and shall not be liable for any
registration or transfer of a Warrant that is registered
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or to be registered in the name of a fiduciary or the nominee
of a fiduciary unless made with the actual knowledge that a
fiduciary or nominee is committing a breach of trust in
requesting such registration of transfer, or with knowledge of
such facts that its participation therein amounts to bad
faith. The Warrant shall be registered initially in the name
of "AG Industrial Investors, L.P."
3. Transfer of Warrant. The Warrant shall be
transferable only on the books of the Company upon delivery of
the Warrant Certificate, duly endorsed by the Holder or by its
duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment or authority to
transfer. In all cases of transfer by an attorney, the
original power of attorney, duly approved, or an official copy
thereof, duly certified, shall be deposited with the Company.
In case of transfer by executors, administrators, guardians or
other legal representatives, duly authenticated evidence of
their authority shall be produced, and may be required to be
deposited with the Company in its discretion. Upon any
registration of transfer, the Company shall deliver a new
Warrant Certificate or Warrant Certificates to the person or
persons entitled thereto. The Warrant Certificate may be
exchanged, at the option of the Holder thereof, for another
Warrant Certificate, or other Warrant Certificates of
different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Shares upon
surrender of the Warrant Certificate to the Company or its
duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause a Warrant to be
transferred on its books to any person unless the Holder of
such Warrant shall furnish to the Company evidence of
compliance with the Securities Act of 1933, as amended (the "
Securities Act "), in accordance with the terms of the legend
set forth in Section 13 of this Agreement. The Company shall
cancel and dispose of Warrant Certificates surrendered for
exchange or for registration of transfer in a manner
satisfactory to the Company.
4. Term of Warrant; Exercise of Warrant. The Warrant
entitles the registered owner thereof to purchase up to
100,000 Common Shares at a purchase price of $3.50 per share
(the "Exercise Price") at any time after the date hereof and
on and before 5:00 p.m. Central Time on October 3, 2000 (the
"Expiration Date"). The Exercise Price and the Shares
issuable upon exercise of the Warrant are subject to
adjustment upon the occurrence of certain events specified in
Section 8 of this Agreement. Subject to the provisions of
this Agreement, the registered Holder of the Warrant shall
have the right, which may be exercised as set forth in the
Warrant Certificate, to purchase from the Company (and the
Company shall issue and sell to such registered Holder of the
Warrant) the number of fully paid and nonassessable Shares
specified in the Warrant Certificate, upon surrender to the
Company, or its duly authorized agent, of the Warrant
Certificate, with the form of election to purchase on the
reverse thereof duly filled in and signed, and upon payment to
the Company of the Exercise Price, as adjusted in accordance
with the provisions of Section 8 of this Agreement, for the
number of Shares in respect of which the Warrant is being
exercised; provided, however, that such purchase shall not be
for fewer than the lesser of (i) 1,000 Shares or (ii) the
full number of Shares for which the Warrant is then
exercisable. Payment of such Exercise Price may be
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made in cash, wire transfer of funds or by certified or
official bank check payable to the order of the Company. No
adjustment shall be made for any dividends on any Shares
issuable upon exercise of the Warrant. Upon the surrender of
the Warrant Certificate and payment of the Exercise Price as
aforesaid, the Company shall issue and cause to be delivered
with all reasonable dispatch to or upon the written order of
the registered Holder of the Warrant and (subject to receipt
of evidence of compliance with the Securities Act in
accordance with the provisions of Section 12 of this
Agreement) 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 the Warrant,
together with cash, as provided in Section 11 of this
Agreement, in respect of any fractional Shares 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 the Warrant Certificate and payment of the
Exercise Price as aforesaid; provided, however, that if, at
the date of surrender of the Warrant Certificates and payment
of such Exercise Price, the transfer books for the Shares
shall be closed, the certificates for the Shares in respect of
which the Warrant is then exercised shall be issuable as of
the date on which such books shall next be opened (whether
before, on or after the Expiration Date) and until such date
the Company shall be under no duty to deliver any certificate
for such Shares; provided, further, that the transfer books of
record shall not be closed at any one time for a period
longer than twenty days unless otherwise required by law. The
rights of purchase represented by the Warrant shall be
exercisable at the election of the Holder thereof, either in
full or from time to time in part and, in the event that the
Warrant Certificate is exercised in respect of less than all
Shares purchasable on such exercise at any time prior to the
Expiration Date, a new Warrant Certificate will be issued for
the remaining number of Shares specified in the Warrant
Certificate so surrendered.
All Warrant Certificates surrendered upon exercise of the Warrant
shall be canceled by the Company and disposed of in a manner satisfactory to
the Company.
5. Payment of Taxes. The Company will pay all expenses
and taxes attributable to the issuance of Shares upon the
exercise of the Warrant; 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 of
the Warrant Certificate or delivery of any certificates for
Shares in a name other than that of the registered Holder of
the Warrant in respect of which such transfer of the Warrant
Certificate is to be made or Shares are to be issued, and the
Company shall not be required to issue or deliver such
certificates unless or 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.
6. Mutilated or Missing Warrant. In case that the
Warrant Certificate shall be mutilated, lost, stolen or
destroyed, the Company shall issue and deliver in exchange and
substitution for and upon cancellation of the mutilated
Warrant Certificate, or in lieu of and substitution for the
Warrant Certificate lost, stolen or destroyed, a new Warrant
Certificate of like tenor
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and representing an equivalent right or interest, but only
upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction of the Warrant
Certificate and indemnity, if requested, also reasonably
satisfactory to the Company. Applicants for such substitute
Warrant Certificate shall also comply with such other
reasonable regulations and pay such other reasonable charges
as the Company may prescribe.
7. Reservation of Shares. The Company shall at all
times that the Warrant is exercisable reserve and keep
available free from preemptive rights, out of the aggregate of
its authorized and unissued Shares or its authorized and
issued Shares held in its treasury, a number of Shares
sufficient to provide for the exercise of the rights of
purchase represented by the outstanding Warrant. The Company
covenants that all Shares which may be issued upon exercise of
the Warrant will be validly issued, fully paid and
nonassessable shares of the Company.
8. Adjustments. In the event that, prior to the
exercise of the Warrant, the outstanding Common Shares are
changed into or exchanged for a different number or kind of
interests of the Company or other securities of the Company or
a successor entity or the holder of Common Shares shall
receive additional Common Shares or other securities or
property of the Company or a successor entity, in each case by
reason of a merger, consolidation, reorganization,
recapitalization, reclassification, share dividend, share
split or other special distribution, combination of interests
or other similar event, an appropriate and equitable
adjustment in the number and kind of consideration issuable
upon exercise of the Warrant shall be made so that, after such
event, the Shares issuable upon exercise of the Warrant
(assuming the exercise of the Warrant in its entirety) shall
represent the same potential ownership interest in the Company
or successor entity immediately after such event as it
represents immediately before such event, or, if other
consideration is received by a holder of Common Shares, the
Holder of a Warrant will receive, upon exercise of the
Warrant, the same consideration it would have received if it
had exercised such Warrant immediately prior to the event or
action. Such adjustment shall be made without change in the
total price applicable to exercise of the Warrant (except for
any change in the aggregate price resulting from rounding-off)
and with any necessary corresponding adjustment in the
purchase price per Share. In no event shall the Shares
include any fractional interests, but any fractions resulting
from any such adjustments shall be rounded up to the nearest
whole interest.
In case the Company shall sell and issue Common Shares or rights,
options, warrants or convertible or exchangeable securities containing the
right to subscribe for or purchase Common Shares, excluding any securities
(including options) issued to Trust Managers and employees pursuant to a share
incentive plan approved by the Board of Trust Managers) (collectively, except
as aforesaid, "Common Share Rights"), at a price per Common Share (determined,
in the case of Common Share Rights, by dividing (X) the total amount receivable
by the Company in consideration of the sale and issuance of such Common Share
Rights, plus the total consideration payable to the Company upon exercise,
conversion or exchange thereof, by (Y) the total number of Common Shares
covered by such Common Share Rights) that is lower than $2.00, the Holder's
Exercise Price
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then in effect shall be multiplied by a fraction, the numerator of which shall
be the sum of (A) the number of Common Shares outstanding immediately prior to
such sale and issuance plus (B) the number of Common Shares which the aggregate
consideration received (determined as provided below) for such sale or issuance
would purchase at the Holder's Exercise Price then in effect and the
denominator of which shall be the number of Common Shares outstanding
immediately prior to such issuance plus the number of Common Shares to be sold
and issued or issuable upon exercise of such Common Share Rights. Such
adjustment shall be made successively whenever such an issuance is made.
For the purposes of any adjustment under this Section, the Common
Shares which are held by the holder of any Common Share Rights shall be deemed
to be issued and outstanding as of the date of such sale and issuance and the
consideration received by the Company therefor shall be deemed to be the
consideration or premiums stated in such Common Share Rights to be paid for the
Common Shares covered thereby. In the case the Company shall sell and issue
Shares or Common Share Rights for a consideration consisting, in whole or in
part, of property other than cash or its equivalent, then in determining the
"price per Common Share" and the "consideration received by the Company" for
purposes of this Section, the value of such property shall be determined in
good faith by the Board of Trust Managers. In case the Company shall sell and
issue Common Share Rights together with one or more other securities as part of
a unit at a price per unit, then in determining the "price per Common Share"
and the "consideration received by the Company" for purposes of this Section,
the Board of Trust Managers shall determine, in good faith, the fair value of
the Common Share Rights then being sold as part of such unit.
9. Compliance with Legal and Governmental Requirements.
Before taking any action which would cause an adjustment of
the Shares issuable upon exercise of the Warrant, the Company
shall take any corporate action which may, in the opinion of
its counsel (which may be counsel employed by the Company), be
necessary in order that the Company may validly and legally
issue fully paid and nonassessable Shares at the Exercise
Price as so adjusted.
Upon the issuance of any Shares, the Company shall use its best
efforts to list such Shares on any and all securities exchanges on which Common
Shares are then listed.
10. Notice of Certain Events. In case at any time the
Company shall propose:
a. to fix a record date for the purpose
of determining the holders of Shares who are
entitled to receive any dividend or
distribution (other than a regular periodic
dividend or distribution payable in cash), or
any right to subscribe for, purchase or
otherwise acquire any shares of beneficial
interest of any class or any other securities
of the Company, or to receive any other
rights;
b. to effect any reorganization of the
Company, any reclassification or
recapitalization of the shares of beneficial
interest of the Company or any
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consolidation or merger involving the Company
and any other person or any transfer of all
or substantially all of the assets of the
Company to any other person; or
c. to effect any liquidation,
dissolution or winding up of the Company;
then, and in any one or more of such cases, the Company shall cause notice
thereof to be mailed to each Holder of a Warrant at such Holder's last address
as the same appears in the Warrant register at least 10 days (or such longer
period as may be required by law) prior to the date on which (i) the books of
the Company shall close, or a record date be taken, for such dividend,
distribution or right or (ii) such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, liquidation, dissolution or
winding up shall be effective, as the case may be. Failure to mail such notice
or any defect therein shall not affect the validity of the transaction;
provided that the foregoing shall not limit or impair any liability that the
Company may have to the Investor for breaching this Agreement.
The Holder shall not be, and shall not have any of the rights or
privileges of a shareholder of the Company unless and until, and except to the
extent that, Common Shares have been issued and delivered in accordance with
this Agreement.
11. Fractional Interests. Notwithstanding any adjustment
pursuant to Section 8 in the number of Shares purchasable upon
the exercise of the Warrant, the Company shall not be required
to issue fractions of Shares upon exercise of the Warrant or
to distribute certificates that evidence fractional shares.
In lieu of fractional shares, the Company shall, at its
option, be entitled to pay to the Holder at the time the
Warrant is exercised as herein provided an amount in cash
equal to the same fraction of the then current market price of
a Common Share, such amount to be rounded to the nearest cent.
12. Restrictions on Dispositions. Investor understands
that it and the Company are required to comply with the
Securities Act and any applicable state securities laws with
respect to the issuance of Shares upon the exercise of the
Warrant. In connection therewith, Investor represents and
warrants to the Company that the Warrant is being obtained by
Investor for its own account and not with a view to the
distribution thereof within the meaning of the Securities Act,
and agrees that, as a condition to the Company's obligation to
issue Shares upon any exercise of the Warrant, Investor will
not dispose of the Warrant or any Shares except pursuant to
(i) an effective registration statement under the Securities
Act, (ii) any available rule or exemption from registration
under the Securities Act permitting such disposition of
securities or (iii) an opinion of counsel, reasonably
satisfactory to counsel for the Company, that an exemption
from such registration is available.
13. Certificates to Bear Legends. The Warrant shall
be subject to a stop-transfer order and the certificate or
certificates therefor shall bear the following legend:
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"NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SUCH WARRANT AND SECURITIES CANNOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT, (ii) ANY AVAILABLE RULE OR
EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES OR (iii) AN OPINION
OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR
THE TRUST, THAT AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT IS AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANT REPRESENTED
BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH
THE WARRANT AGREEMENT REFERRED TO HEREIN."
The Shares issued upon exercise of the Warrant shall be subject to a
stop-transfer order and the certificate or certificates evidencing any such
Shares or securities shall bear the following legend:
"THE SHARES [OR OTHER SECURITIES] REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES [OR
OTHER SECURITIES] CANNOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT,
(ii) ANY AVAILABLE RULE OR EXEMPTION FROM
REGISTRATION UNDER SUCH ACT RELATING TO THE
DISPOSITION OF SECURITIES OR (iii) AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THIS
TRUST, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH
ACT IS AVAILABLE."
Certificates for the Warrant or Shares without legend shall be issued if the
Warrant or such Shares are sold pursuant to an effective registration statement
under the Securities Act or if the Company has received an opinion from
counsel, reasonably satisfactory to counsel for the Company, that such legend
is no longer required under the Securities Act.
14. Notices. Any notice pursuant to this Agreement to be
given or made 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 as follows:
American Industrial Properties REIT
0000 X. Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: President
Fax: (000) 000-0000
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Notices or demands authorized by this Agreement to be given or made by
the Company to the Holder of any Warrant shall be sufficiently given or made
(except as otherwise provided in this Agreement) if sent by first-class mail,
postage prepaid, addressed to such Holder at the address of such Holder as
shown on the Warrant register.
Any notice pursuant to this Agreement to be given by the Company to
Investor shall be sufficiently given if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing by Investor with
the Company) as follows:
AG Industrial Investors, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Fax: (000) 000-0000
with a copy to:
Shapiro, Shapses, Block & Stachenfeld, LLP
000 X. 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxxx
Fax: (000) 000-0000
15. Termination. This Agreement shall terminate at the
close of business on the Expiration Date. Notwithstanding the
foregoing, this Agreement will terminate on any earlier date
when the Warrant has been exercised.
16. Assignment. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
successors and assigns; provided, however, that neither this
Agreement nor the Warrant may be sold, assigned or transferred
by the Holder except as specifically provided for in this
Agreement.
17. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Texas without regard to principles of conflicts of law.
18. Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed shall be
deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.
19. Amendments. This Agreement may not be modified or
amended except by a written agreement executed by the party
asserted to be bound thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day, month and year first above written.
AMERICAN INDUSTRIAL PROPERTIES REIT
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxxx
-----------------------------
Title: Vice President
----------------------------
AG INDUSTRIAL INVESTORS, L.P.,
a Delaware limited partnership
By: AG Industrial Investors
Acquisition Corp., a Delaware
corporation, its general
partner
By: /s/ Xxxx Xxxxxxxx
-------------------------
Name: Xxxx Xxxxxxxx
--------------------
Title: Vice President
-------------------
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EXHIBIT A
(Form of Warrant Certificate)
NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SUCH WARRANT AND SECURITIES CANNOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (ii) ANY AVAILABLE RULE OR EXEMPTION FROM REGISTRATION UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES OR (iii) AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO COUNSEL FOR THIS TRUST, THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT IS AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANT REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
WARRANT CERTIFICATE
AMERICAN INDUSTRIAL PROPERTIES REIT
VOID AFTER 5:00 P.M. (CENTRAL TIME)
ON ______, 2000
No. W-_______
THIS WARRANT CERTIFICATE CERTIFIES THAT for value received,
___________________________________, or registered assigns, is entitled to
purchase from American Industrial Properties REIT, a Texas real estate
investment trust (the "Company"), at any time on and after _______, 1997, which
right shall end at 5:00 P.M. (Central Time) on _________, 2000, one hundred
thousand (100,000) fully paid and nonassessable shares of beneficial interest,
par value $0.10 per share, (the "Common Shares"), of the Company, at an initial
purchase price of three dollars and fifty cents ($3.50) per share (the
"Exercise Price") upon presentation and surrender of this Warrant Certificate
with the Form of Election to Purchase duly executed. The number of Common
Shares purchasable upon the exercise of the Warrant evidenced by this Warrant
Certificate and the Exercise Price per share set forth above are subject to
adjustment from time to time as set forth in the Warrant Agreement (as defined
below).
This Warrant Certificate is subject to, and entitled to the benefits
of, all of the terms, provisions and conditions of an agreement dated as of
______, 1997 (the "Warrant Agreement")
A-1
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between the Company and_____________________________, which Warrant Agreement
is hereby incorporated herein by reference and made a part hereof and to which
Warrant Agreement reference is hereby made for a full description of the
rights, limitations of rights, obligations, duties and immunities hereunder of
the Company and the holder of this Warrant Certificate. Copies of the Warrant
Agreement are on file at the principal office of the Company.
This Warrant does not entitle the holder to any of the rights of a
shareholder of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and delivered by its duly authorized officer.
AMERICAN INDUSTRIAL PROPERTIES REIT
Dated: By:
------------------------------
Name:
-------------------------
Title:
------------------------
A-2
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate)
FOR VALUE RECEIVED _____________________________ hereby sells, assigns
and transfers unto ________________, the warrants evidenced by the within
Warrant Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint to transfer such Warrant on the
books of the within-named Company, with full power of substitution.
Dated: ,
----- ---------------------------------
Signature
Signature Guaranteed:
-----------------------------------------------------
NOTICE
The signature of the foregoing Assignment must correspond to the name
as written upon the face of this Warrant Certificate in every particular.
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise the
Warrant evidenced by the Warrant Certificate)
TO: AMERICAN INDUSTRIAL PROPERTIES REIT
The undersigned hereby irrevocably elects to exercise _____ Warrants
represented by this Warrant Certificate to purchase the Common Shares issuable
upon the exercise of such Warrant and requests that certificates for such
shares be issued as follows:
------------------------------
(Name)
------------------------------
(Social Security or Other Tax Payer Identification Number)
----------------------------------------------------------------
(Name and Address)
A-3
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If such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of
such Warrants shall be registered in the name of and delivered to:
------------------------------
(Name)
------------------------------
(Social Security or Other Tax Payer Identification Number)
----------------------------------------------------------------
(Address)
Dated: ,
----- ---------------------------------
Signature
(Signature must conform in all
respects to name of holder as
specified on the face of this
Warrant Certificate)
Signature Guaranteed:
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A-4
