EXHIBIT (10)(e)
WARRANT TO PURCHASE_______________ SHARES OF COMMON STOCK
VOID AFTER 5:00 P.M.,
NEW YORK CITY TIME, ON TBD, 2002
GATEWAY AMERICAN PROPERTIES CORPORATION
This certifies that, for value received__________________________________ ,
or registered assigns (the "Registered Holder") is the owner of the number of
Redeemable Common Stock Purchase Warrants (the "Warrants") specified above. Each
Warrant initially entitles the Registered Holder to purchase, subject to the
terms and conditions set forth in this Certificate and the Warrant Agreement (as
hereinafter defined), one fully paid and nonassessable share of Common Stock,
$.01 par value, of Gateway American Properties Corporation, a Colorado
corporation (the "Company"), of the Company at any time prior to the Expiration
Date (as hereinafter defined), upon the presentation and surrender of this
Warrant Certificate with the Purchase Form on the reverse hereof duly executed
at the corporate office of American Securities Transfer & Trust, Inc. as Warrant
Agent, or its successor (the "Warrant Agent"), accompanied by payment of $4.50
(the "Purchase Price") in lawful money of the United States of America in cash
or by official bank or certified check made payable to the Company.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated TBD between the
Company and the Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term AExpiration Date" shall mean 5:00 P.M. (New York City time) on ,
2002, or such earlier date as stated in a notice advising that the Warrants
shall be redeemed. If such date shall in the State of New York be a holiday or a
day on which the bank are authorized to close, then the Expiration Date shall
mean 5:00 P.M. (New York City time) the next following day which in the State of
New York is not a holiday or a day which banks are authorized to close.
The Company shall not be obligated to deliver any securities pursuant to
the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended, with respect to such securities is
effective, unless the Company receives an opinion of counsel, satisfactory to
the Company's counsel, that an exemption from registration is available. The
Company has covenanted and agreed that it will file a registration statement and
will use its best efforts to cause the same to become effective and to keep such
registration statement current where any of the Warrants are outstanding. This
Warrant shall not be exercisable by a Registered Holder in any state where such
exercise would be unlawful.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment with any tax or other governmental
charge imposed in connection therewith, for registration of transfer of this
Warrant certificate at such office, a new Warrant Certificate or Warrant
Certificates representing an equal aggregate number of Warrants will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Warrant Agreement.
Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends of
other distructions, and shall not be entitled to receive notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
This Warrant may be redeemed at the option of the Company, at a redemption
price of $.35 per Warrant, provided the market price (as defined in the Warrant
Agreement) for the securities issuable upon exercise of such Warrant shall
average in excess of $6.40 per share for thirty consecutive trading days, ending
within ten days of the day on which notice is given, as reported on the Nasdaq
Stock Market, Inc. or such other primary exchange upon which the Common Stock is
traded. Notice of redemption shall be given not later than the thirtieth day
before the date fixed for redemption, all as provided in the Warrant Agreement.
On and after the date fixed for redemption, the Registered Holder shall have no
rights with respect to this Warrant except to receive the $.35 per Warrant upon
surrender of this Certificate.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Warrant represented hereby (notwithstanding any
notations or writing hereon made by anyone other than a duly authorized officer
of the Company or the Warrant Agent) for all purposes and shall not be affected
by any notice to the contrary.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Colorado.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated: GATEWAY AMERICAN PROPERTIES CORPORATION
ATTEST: By:
----------------------------- ------------------------------
SECRETARY CHAIRMAN &
CHIEF EXECUTIVE
OFFICER
COUNTERSIGNED:
AMERICAN SECURITIES TRANSFER & TRUST, INC.
(DENVER, COLORADO)
BY WARRANT AGENT
AUTHORIZED SIGNATURE
GATEWAY AMERICAN PROPERTIES CORPORATION
EXERCISE AGREEMENT
To Be Executed by the Registered Holder in Order to Exercise Warrants The
undersigned Registered Holder, pursuant to the provisions of the within Warrant,
hereby subscribes for and purchases ___________ Shares of Common Stock covered
by such Warrant and herewith makes full cash payment of $____________ For such
Warrant Stock at the Exercise Price pers hare provided by such Warrant.
Dated:_______________________ ______________________________________
(Address for Delivery)
_____________________________ ______________________________________
(Address for Delivery) (Print or type name)
_____________________________ ______________________________________
_____________________________
ASSIGNMENT FORM
To be Executed by the Registered Holder in Order to Transfer Warrants FOR
VALUE RECEIVED, the undersigned Registered holder hereby sells, assigns and
transfers all of the rights of the undersigned under and to the within Warrant
with respect to the number of shares of Common Stock covered thereby set forth
below, unto the Assignee Identified below, and does hereby irrevocably
constitute and appoint To effect such transfer of rights on the books of the
Company, with full power of substitution:
Name of Assignee Address of Assignee No. of Warrants
---------------- ------------------- ---------------
Dated:_______________________ ______________________________________
(Signature of Registered Holder)
______________________________________
(Print or type name)
______________________________________
NOTICE: The signature(s) of the Registered Holder above must correspond with the
name as written upon the face of the within Warrant, or upon the Assignment
thereof if applicable, in every particular, without alteration, enlargement or
any change whatsoever, and must be guaranteed by an Eligible Guarantor
Institution which is a participant in a securities transfer association
recognized program, having an office or correspondent in New York, New York.
SIGNATURE GUARANTEE
(Required in each Exercise or Assignment)
Authorized Signature:________________________________________________________
Name of Bank or Firm:________________________________________________________
Dated:_______________________________________________________________________
