EXHIBIT 4.5
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS")
AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, ASSIGNED OR OTHERWISE
TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION), IN WHOLE OR IN PART, BY THE
HOLDER, WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE ACTS OR THE ISSUANCE TO THE COMPANY OF AN OPINION OF
COUNSEL SATISFACTORY TO COUNSEL TO THE COMPANY AND/OR SUBMISSION TO THE
COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY,
IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE ACT AND APPLICABLE STATE ACTS.
THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE ACT OR APPLICABLE STATE ACTS AND THIS WARRANT MAY NOT
BE EXERCISED AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF MAY NOT
BE SOLD, PLEDGED, HYPOTHECATED, DONATED, ASSIGNED OR OTHERWISE TRANSFERRED
(WHETHER OR NOT FOR CONSIDERATION), IN WHOLE OR IN PART, BY THE HOLDER,
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE ACTS OR THE ISSUANCE TO THE COMPANY OF AN OPINION OF COUNSEL
SATISFACTORY TO COUNSEL TO THE COMPANY AND/OR SUBMISSION TO THE COMPANY OF
SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH
SUCH CASE, TO THE EFFECT THAT ANY SUCH EXERCISE OR TRANSFER SHALL NOT BE IN
VIOLATION OF THE ACT AND APPLICABLE STATE ACTS.
WARRANT NO. E-
TO PURCHASE _______________ SHARES
OF COMMON STOCK
OF
AMERICASBANK CORP.
(a Maryland Corporation)
Transferable and Exercisable Only
Upon Conditions Herein Specified
Exercisable after June 30, 2004
Void after 5:00 p.m. EDT, on September 1, 2008
AMERICASBANK CORP., a Maryland corporation (the "Company"), hereby
certifies that ___________________________________________________________, such
holder's heirs, personal representatives, successors and/or assigns, registered
on the books of the Company maintained for such purposes as the registered
holder hereof (the "Holder"), is entitled to purchase from the Company the
number of fully paid and non-assessable shares of Common Stock of the Company
stated above, par value $0.01 per share (the "Shares"), at the purchase price of
$3.20 per Share (the "Exercise Price") (the number of Shares and Exercise Price
being subject to adjustment as hereinafter provided), upon the terms and
conditions herein provided.
1. EXERCISE OF WARRANTS; CASHLESS EXERCISE.
a. Subject to the provisions of subsection (d) of this Section 1 and
Section 5 hereof, this Warrant may be exercised in whole or in part by
presentation and surrender of this Warrant, with the attached Purchase Form duly
executed, at the office of the Company at 000 Xxxx Xxxx, Xxxxxx, Xxxxxxxx 00000,
or at such other place as the Company may designate by notice to the Holder
hereof, together with (i) a check payable to the order of the Company in the
amount of the Exercise Price times the number of Shares being purchased (the
"Aggregate Exercise Price") or (ii) the surrender to the Company of shares of
the Company's Common Stock having an aggregate Market Price (as hereinafter
defined) on the date of such exercise equal to the Aggregate Exercise Price. In
case of exercise hereof in part only, the Company, upon surrender hereof, will
deliver to the Holder a new Warrant of like tenor entitling the Holder to
purchase the number of Shares as to which this Warrant has not been exercised.
b. In addition to and without limiting the rights of the Holder under the
terms hereof, but subject to the provisions of subsection (d) of this Section 1
and Section 5 hereof, this Warrant may be exercised in whole or in part by being
exchanged for a number of Shares having an aggregate Market Price on the date of
such exercise equal to the difference between (i) the aggregate Market Price of
the number of shares of Common Stock subject to the Warrant designated by the
Holder on the date of exercise and (ii) the aggregate Exercise Price otherwise
payable by the holder for such designated shares. Upon any such exercise, the
number of Shares purchasable upon exercise of this Warrant shall be reduced by
such designated number of shares and, if a balance of Shares remains after such
exercise, the Company shall execute and deliver to the holder a new Warrant for
such balance. No payment of any cash or other consideration shall be required or
permitted. Such exchange shall be effective upon the date of receipt by the
Company of this Warrant surrendered for cancellation and a written request from
the holder (the "Exchange Notice") that the exchange pursuant to this Section
1(b) be made, or at such later date as may be specified in the Exchange Notice.
2
c. Upon receipt by the Company of this Warrant and the Purchase Form,
together with proper payment of the Aggregate Exercise Price at the Company's
office, or upon receipt by the Company of this Warrant and the Exchange Notice
(or such later date as may be specified in the Exchange Notice), the Company
shall deliver to the Holder hereof, as promptly as practicable, a certificate
representing the Shares being purchased.
d. This Warrant may be exercised in whole or in part at any time after
June 30, 2004, and shall be void after 5:00 p.m. EDT, on September 1, 2008.
e. For purposes of this Section 1, the term "Market Price" of the Common
Stock means the average of the closing prices of such security's sales on all
securities exchanges or automated quotation system on which such security may at
the time be listed or included, or, if there has been no sales on any such
exchange or reported on such quotation system on any day, the average of the
highest bid and lowest asked prices on all such exchanges or reported at the end
of such day, or, if on any day such security is not so listed or included in any
such quotation system, the average of the highest bid and lowest asked prices on
such day in the domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor organization, in each
such case averaged over a period of 10 trading days ending on the trading day
immediately prior to the day as of which the Market Price is being determined;
provided however, that if the security is not then publicly traded, the Market
Price shall be equal to the fair market value of the Common Stock on the date in
question as determined by the Company's Board of Directors in its sole and
reasonable discretion.
2. RIGHTS AND OBLIGATIONS OF WARRANT HOLDER. No Holder of this Warrant shall
be entitled to any of the rights of a shareholder of the Company, including, but
not limited to, to the extent applicable, the right to vote, give or withhold
consent to any action by the Company, receive dividends, subscription rights, or
otherwise, nor shall anything contained in this Warrant be construed to confer
upon the Holder of this Warrant, as such, any of the rights of a shareholder of
the Company; provided, however, that upon exercise of this Warrant, such Holder
shall, for all purposes, be deemed to have become the holder of record of such
Shares on the date on which this Warrant, together with a duly executed Purchase
Form, was surrendered and payment of the Exercise Price was made, or on the date
of receipt by the Company of this Warrant and the Exchange Notice (or such later
date as may be specified in the Exchange Notice), irrespective of the date of
delivery of any Share certificate. The rights of the Holder of this Warrant are
limited to those expressed herein and the Holder of this Warrant, by its
acceptance hereof, consents to and agrees to be bound by and to comply with all
the provisions of this Warrant, including, without limitation, all the
obligations imposed upon the Holder hereof by Section 4 hereof. In addition, the
Holder of this Warrant, by accepting the same, agrees that the Company may deem
and treat the person in whose name this Warrant is registered on the books of
the Company maintained for such purpose as the absolute, true and lawful owner
for all purposes whatsoever, notwithstanding any notation of ownership or other
writing thereon, and the Company shall not be affected by any notice to the
contrary.
3. SHARES UNDERLYING WARRANTS. The Company covenants and agrees that all
Shares delivered upon the exercise of this Warrant shall, upon delivery and
payment therefor, be
3
duly and validly authorized and issued, fully-paid and non-assessable, and free
from all taxes, liens and charges with respect to the purchase thereof.
4. RESTRICTIONS ON WARRANT
(a) For purposes of this Section 4, the following terms shall be defined
as follows:
(i) "Family Member" means (i) each Holder; (ii) any descendant (by
birth or adoption) of a Holder (each, an "Approved Descendant"); (iii) any
lineal ancestor or descendant of any Approved Descendant; (iv) the siblings of
any individual described in (i) through (iii); (v) the spouse of any individual
described in (i) through (iv); (vi) a custodian for any individual described in
(i) through (v) under a state's Uniform Transfer to Minors Act or Uniform Gifts
to Minors Act, as the case may be; (vii) trusts for the exclusive benefit of any
individual described in (i) through (v); or (viii) a limited liability company
or partnership all of the members of which are individuals described in (i)
through (vi) or trusts described in (vii).
(ii) "Person" means and includes an individual, corporation,
partnership, association, limited liability company, trust, estate or other
entity.
(iii) "Transfer" means any voluntary or involuntary act by which a
Holder makes, or attempts or purports to make, or suffers to occur, any gift,
sale, mortgage, pledge, assignment, hypothecation, encumbrance or other
disposition of any Warrants, or interest therein, owned by him. The term
"Transfer" includes any Transfer which takes place upon the death of a Holder,
whether by last will and testament, operation of law or otherwise, and also
includes any purported Transfer, assignment, sale or other disposition by
operation of law, as a result of the appointment of a trustee in bankruptcy for
any Holder, under any judgment or order, as the result of the appointment of a
receiver for any Holder, or as a result of any assignment for the benefit of
creditors.
(b) The Holder of this Warrant, by his acceptance hereof, hereby
represents, warrants and agrees that he will not Transfer any Warrants owned by
him, nor will he permit or suffer any such Transfer to be effected by operation
or law, by judicial process or otherwise, other than in accordance with the
terms and conditions of this Section 4. The Holder of this Warrant, by his
acceptance hereof, acknowledges and agrees that he may own Warrants subject to
these restrictions at the time of his death, and it is his express intent that
his personal representative(s), distributees, heirs and legatees shall be bound
by the provisions of these restrictions in Section 4 with respect to any such
Warrants he may own at the time of his death.
(c) Notwithstanding the provisions of Sections 4(d) through (g), but
subject to the provisions of Section 5, a Holder may Transfer Warrants (i) to
any Person with the prior written consent of the Company or (ii) to any Family
Member, provided, however, that, in each such case, the transferee has executed
and delivered an instrument reasonably satisfactory to counsel to the Company
pursuant to which the transferee agrees to be bound by all of the provisions of
this Warrant and/or this Warrant is returned to the Company and a new Warrant of
like tenor is delivered to the transferee.
4
(d) In the event that any Holder (the "Selling Holder") shall receive a
bona fide offer acceptable to him for the purchase of all or any part of his
Warrants from any third party (the "Bona Fide Offeree") (whether as a result of
the solicitation of the Bona Fide Offeree by the Selling Holder or the
solicitation of the Selling Holder by the Bona Fide Offeree), the Selling Holder
shall give written notice (the "Notice") of the bona fide offer to the Company,
stating the identity of, and other relevant information about, the Person making
the bona fide offer, the purchase price and all other terms and conditions of
the proposed Transfer, which Notice shall be deemed to be an offer to sell to
the Company the Warrants owned by the Selling Holder that is the subject of such
bona fide offer, at the purchase price and upon all of the same terms and
conditions as are described in the Notice (other than the terms related to the
closing date of such a purchase).
(e) The Company shall have the right, exercisable within fifteen (15) days
after the date of the Notice by sending written notice of acceptance to the
Selling Holder, to purchase all, but not less than all, of the Warrants being
offered by the Selling Holder. In the event the Company elects to purchase all
of the Warrants being offered by the Selling Holder, said written acceptance
shall establish a date, within thirty (30) days of its date (unless a later date
is established in the Notice, in which case such later date shall govern), for
the closing of the purchase and sale of the Selling Holder's Warrants.
(f) In the event that the Company does not elect, within the time and in
the manner prescribed in Section 4(e), to purchase all of the Warrants being
offered by the Selling Holder, then the Selling Holder, subject to the
provisions of Section 5, shall be free to Transfer all, and not less than all,
of the Warrants offered by the Selling Holder to the Bona Fide Offeree
identified in the Notice upon substantially the same terms and conditions stated
in the Notice. Should that sale not close within ninety (90) days after the date
of the Notice, then the Selling Holder thereafter shall not Transfer said
Warrants without again complying with the provisions of this Section 4.
(g) Closing under Section 4(e) shall be held at the principal office of
the Company. At closing, the selling Holder shall deliver to the Company all
Warrants being purchased and sold, properly endorsed for transfer, with
signatures guaranteed in such manner as counsel for the Company reasonably may
require. The selling Holder shall take all actions as may be required to assure
that the Warrants being Transferred to the Company are free and clear of all
liens and encumbrances of any nature.
(h) The Holder agrees to take whatever action or actions are deemed by
counsel to the Company to be reasonably necessary or desirable from time to time
to effectuate the provisions and intent of this Section 4, and, to that end, the
Holder agrees that he will execute any further paper or papers which may be
necessary to give force and effect to this Section 4. The personal
representatives or other successors in interest of a Holder shall execute and
deliver any and all documents or legal instruments necessary to carry out the
provisions of this Section 4.
5
(i) The Holders agree that a failure of the Holder to perform one or more
of the obligations set forth in this Section 4 may not be fully or adequately
compensable by the award and payment of monetary damages and he, therefore,
agrees and consents that he may be subject to a decree of specific performance,
injunction or any other applicable equitable, legal or other decree, order, writ
or remedy which shall require performance or restrain and enjoin any act of the
Holder. In addition, and not in limitation of the foregoing, any Transfer or
attempted Transfer of Warrants in violation of this Warrant or without full
compliance with the provisions of this Warrant shall be absolutely void and
without effect. The Holder expressly waives any agreement based on any statute,
rule or procedure that a party post a bond as a condition of obtaining any of
the remedies provided in this Section 4(i).
5. RESTRICTIONS ON EXERCISE; DISPOSITION OF SHARES.
The Holder of this Warrant, by its acceptance hereof, hereby represents and
warrants that such Holder understands and agrees that (a) the Warrant and the
Shares issuable upon the exercise of this Warrant have not been registered under
either the Securities Act of 1933, as amended (the "Act"), or applicable state
securities laws (the "State Acts"), and the Company has no obligation to
register the Warrant or such Shares; (b) the Warrant may be exercised only if
the Shares underlying the Warrant have been registered under the Act and the
applicable State Acts, or upon the issuance to the Company of an opinion of
counsel satisfactory to counsel to the Company and/or submission to the Company
of such evidence as may be satisfactory to counsel to the Company, in each such
case, to the effect that any such exercise shall not be in violation of the Act
and the applicable State Acts; (c) this Warrant may not be sold, pledged,
hypothecated, donated, assigned or otherwise transferred (whether or not for
consideration), in whole or in part, unless made in compliance with Section 4
hereof and unless the Warrant has been registered under the Act and the
applicable State Acts or upon the issuance to the Company of an opinion of
counsel satisfactory to counsel to the Company and/or submission to the Company
of such evidence as may be satisfactory to counsel to the Company, in each such
case, to the effect that any such transfer shall not be in violation of the Act
and the applicable State Acts; and (d) the Shares issuable upon the exercise of
this Warrant may not be sold, pledged, hypothecated, donated, assigned or
otherwise transferred (whether or not for consideration), in whole or in part,
unless the Warrant has been registered under the Act and the applicable State
Acts or upon the issuance to the Company of an opinion of counsel satisfactory
to counsel to the Company and/or submission to the Company of such evidence as
may be satisfactory to counsel to the Company, in each such case, to the effect
that any such transfer shall not be in violation of the Act and the applicable
State Acts. The Shares, the Warrants and the Warrant Shares are "restricted
securities" as that term is defined in Rule 144 under the Act. Rule 144 sections
(d) and (e) restrict, among other things, the time when the Shares, Warrants and
the Warrant Shares may be sold in addition to the amount that may be sold. Rule
144(h) also imposes a notice requirement for certain sales of restricted
securities. However, under Rule 144(k), securities purchased by non-affiliates
are freely transferable if held for at least two years. The Holder hereby agrees
that the Company=s obligation to deliver Shares upon exercise of this Warrant is
subject to the requirement that the Holder deliver to the Company, if requested
by the Company, such certificates, documents or other information as the Company
or its counsel may reasonably request for the purpose of establishing compliance
with the Act and applicable State Acts.
6
6. ADJUSTMENTS. The number of Shares purchasable upon the exercise of this
Warrant and the Exercise Price therefor is subject to adjustment from time to
time upon the occurrence of any of the events enumerated below.
(a) Effect of Stock Changes. In the event that at any time during the term
of this Warrant the Company shall (i) pay a dividend in shares of its Common
Stock, (ii) subdivide outstanding shares of its Common Stock into a greater
number of shares, or (iii) combine outstanding shares of its Common Stock into a
smaller number of shares, the amount of shares purchasable upon the exercise of
this Warrant immediately prior thereto shall be adjusted so that the Holder
shall be entitled to receive upon exercise of the Warrant that number of shares
of Common Stock which such Holder would have owned or would have been entitled
to receive after the happening of such event had such Holder exercised the
Warrant immediately prior to the record date, in the case of such dividend, or
the effective date, in the case of any such subdivision or combination and the
Exercise Price shall be proportionately adjusted. An adjustment made pursuant to
this subparagraph (a) shall be made whenever any of such events shall occur, but
shall become effective retroactively after such record date or such effective
date, as the case may be, if this Warrant is exercised between such record date
or effective date and the date of happening of any such event.
(b) Merger; Dissolution; Etc. In the event that at any time during the
term of this Warrant there shall be (i) any capital reorganization or
reclassification of the Common Stock of the Company, (ii) a consolidation or
merger of the Company with another entity (other than a merger with a subsidiary
in which the Company is the continuing corporation and which does not result in
any reclassification or change of the Shares issuable upon exercise of the
Warrant); (iii) a share exchange in which the Common Stock of the Company will
be acquired; or (iv) the sale or lease of all or substantially all of the assets
of the Company; then, as a condition of the reorganization, reclassification,
consolidation, merger, share exchange, sale or lease, lawful and fair provisions
shall be made whereby the Holder of this Warrant after the transaction shall
have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in this Warrant and in lieu of the shares of Common Stock
of the Company purchasable and receivable immediately prior to the transaction
upon the exercise of the rights represented by this Warrant, the shares of
stock, securities or assets that may be issued or payable with respect to or in
exchange for a number of outstanding shares of Common Stock equal to the number
of shares of Common Stock purchasable and receivable immediately prior to the
transaction upon the exercise of the rights represented by the Warrant if the
reorganization, reclassification, consolidation, merger, share exchange, sale or
lease had not taken place. Appropriate provisions shall be made in connection
with a reorganization, reclassification, consolidation, merger, share exchange,
sale or lease with respect to the rights and interests of the Holder of this
Warrant to the end that the provisions of this Warrant (including, without
limitation, provisions for adjustments of the Exercise Price and of the number
of Shares purchasable upon exercise of the Warrant) shall immediately after the
transaction be applicable as nearly as possible to any shares of stock,
securities or assets deliverable immediately after the transaction upon the
exercise of the Warrant. The Company shall not effect any consolidation, merger,
share exchange, sale or lease unless, prior to the consummation of the
transaction, the successor entity (if other than the Company)
7
resulting from the consolidation or merger, the entity acquiring the shares of
Common Stock in the share exchange, or the entity purchasing or leasing the
assets, assumes by written instrument executed and delivered to the Company, the
obligation to deliver to the Holder of this Warrant the shares of stock,
securities or assets in accordance with the foregoing provisions that the Holder
may be entitled to purchase.
(c) Notice of Change in Warrant. Whenever the number of Shares purchasable
hereunder or the Exercise Price therefor is adjusted as herein provided, the
Company shall cause to be mailed to the Holder a notice (i) stating that the
number of Shares purchasable upon exercise of this Warrant and/or the Exercise
Price has been adjusted; (ii) setting forth the adjusted number of Shares
purchasable and/or the adjusted Exercise Price upon the exercise of this
Warrant; and (iii) showing in reasonable detail the computations and the facts
upon which such adjustments are based. The Company's board of directors, acting
in good faith, shall determine the calculation.
(d) Other Notices. In case at any time (i) the Company pays any dividends
payable in stock upon its Common Stock or makes any distributions (other than
regular cash dividends) to the holders of its Common Stock; (ii) the Company
offers for subscription pro rata to the holders of its Common Stock any
additional shares of stock of any class or any other rights; (iii) there is a
capital reorganization or reclassification of the Common Stock of the Company,
or a consolidation or merger of the Company with, or a share exchange in which
the Common Stock of the Company is being acquired by, or a sale or lease of all
or substantially all of its assets to, another entity; or (iv) there is a
voluntary or involuntary dissolution, liquidation or winding up of the Company;
then, in any one or more of these cases, the Company shall cause to be mailed to
the Holder of this Warrant notice of the date on which (i) the books of the
Company close or a record is taken for the dividend, distribution or
subscription rights, or (ii) the reorganization, reclassification,
consolidation, merger, share exchange, sale, lease, dissolution, liquidation, or
winding up shall take place. The notice also shall specify the date as of which
the holders of the Common Stock of record shall participate in dividend,
distribution or subscription rights, or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon the
reorganization, reclassification, consolidation, merger, share exchange, sale,
lease, dissolution, liquidation, or winding up. The notice shall be given at
least twenty (20) days prior to the closing of the transaction in question and
not less than twenty (20) days prior to the record date or the date on which the
Company's transfer books are closed with respect to the transaction. Failure to
give the notice, or any defect in the notice, shall not affect the legality or
validity of any transaction covered or to be covered in the notice. On the date
of the dissolution, liquidation or winding up of the Company, if it actually
occurs, this Warrant and all rights existing under this Warrant shall terminate.
(e) Form of Warrant. Irrespective of any adjustment or change in the
number or class of shares purchasable under this Warrant or in the Exercise
Price per Share, this Warrant may continue to express the Exercise Price and the
number and class of Shares purchasable upon exercise of this Warrant as the
Exercise Price and the number and class of Shares purchasable were expressed in
this Warrant when it was initially issued.
8
7. FRACTIONAL SHARES. The Company shall not be required to issue any fraction
of a Share upon the exercise of this Warrant. In lieu of issuing a fraction of a
Share remaining after exercise of this Warrant as to the full shares covered
hereby, the Corporation shall make a cash payment for any fraction of a Share
equal to the same fraction of the Exercise Price.
8. LOSS OR DESTRUCTION. Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case
of any such loss, theft or destruction, upon delivery of an indemnity agreement
or bond satisfactory in form, substance and amount to the Company or, in the
case of any such mutilation, upon surrender and cancellation of this Warrant,
the Company, at its expense, will execute and deliver, in lieu thereof, a new
Warrant of like tenor.
9. SURVIVAL. The various rights and obligations of the Holder hereof as set
forth herein shall survive the exercise and surrender of this Warrant.
10. NOTICES. Any and all notices, offers, elections, acceptances, requests,
certifications and consents provided for in this Warrant shall (1) be made in
writing and hand-delivered, or mailed by certified mail, return receipt
requested with adequate postage prepaid, or delivered by guaranteed, expedited
overnight delivery service, with delivery cost prepaid, (2) be deemed given when
so delivered, or mailed, (3) be deemed received by the addressee upon delivery,
if notice is given by hand delivery, or when the certified mail or delivery
receipt for such mail or delivery is executed, and (4) if notice is given by
mail or by expedited overnight delivery service, be mailed or delivered (A) to
the Company at its address set forth in Section 1 of this Warrant or such other
address as the Company may specify by written notice given hereunder or (B) to
the Holder at his address as it appears on the books of the Company from time to
time.
11. AMENDMENTS. This Warrant may be amended or modified only by an instrument
in writing signed by the Holder and a duly authorized officer of the Company.
12. GOVERNING LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Maryland (excluding choice of law
provisions thereof). The Company and the Holder irrevocably consent and attorn
to the jurisdiction of the courts of the State of Maryland and agree that the
process of a court of the State of Maryland may be served upon either of them
outside of Maryland in the same manner as process may be served upon them within
Maryland.
13. SEVERABILITY. Except as otherwise expressly provided in this Warrant, each
and every provision and term of this Warrant shall be treated as independent and
severable, to the extent that if any such provision or term shall to any extent
be held unenforceable, the remaining terms and provisions shall not be affected
thereby, and each term and provision of this Warrant shall be enforced to the
fullest extent permitted by law.
9
14. MISCELLANEOUS. As used herein, all references in the singular or plural
number shall be deemed to have been made, respectively, in the plural or
singular number as well. The headings herein are inserted only as a matter of
convenience and reference and in no way define, limit or describe the scope of
this Warrant, or the intent of the provisions thereof.
[Signatures on Next Page]
10
IN WITNESS WHEREOF, AmericasBank Corp. and ________________ have caused
this Warrant to be executed under seal as of this _____ day of ________________,
2003.
ATTEST: AMERICASBANK CORP.
By: (SEAL)
------------------------------------- ------------------------------
Xxxxxxxx X. Xxxxxxxx, Secretary Xxx Xxxxxx, Chairman and
President
HOLDER:
(SEAL)
---------------------------------
11
PURCHASE FORM
TO: AMERICASBANK CORP.
The undersigned hereby irrevocably elects to exercise the right,
represented by the attached Warrant dated as of ____________ ____, 2003 (the
"Warrant") to purchase ___________ shares of the Common Stock, par value $0.01
per share, of AMERICASBANK CORP., and hereby makes payment of $_____________ in
accordance with the provisions of Section l of the Warrant in payment of the
purchase price thereof.
The undersigned hereby confirms and acknowledges that (a) the shares of
Common Stock received upon exercise of the Warrants will bear a legend
restricting transfer and (b) all representations made by the undersigned in
Article 2 of the Subscription Agreement by and between the Company and the
undersigned are true as of the date hereof.
Please issue in the name of the undersigned a new warrant representing the
unexercised portion of the Warrant.
Please issue the stock certificate(s) in the names and denominations and
deliver them to the addresses set forth below:
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
---------------------------------------
Signature
---------------------------------------
Name
---------------------------------------
Date
---------------------------------------
Social Security Number
ASSIGNMENT FORM
For value received, the undersigned hereby sells, assigns and transfers
unto ______________________, ________________________________________________,
(Name) (Address)
__________________________ [all] [that portion] of the within Warrant
(SSN or FEIN)
exercisable for ______ shares of the Common Stock, par value $0.01 per share, of
AMERICASBANK CORP., together with all related right, title and interest therein,
and does hereby irrevocably constitute and appoint______________________________
attorney-in-fact to transfer the Warrant on the books of AMERICASBANK CORP. with
full power of substitution in the premises.
---------------------------------------
Signature
---------------------------------------
Name
---------------------------------------
Date
