EXHIBIT 4.13
AMERICAN BANK INCORPORATED
COMMON STOCK PURCHASE WARRANT
EXERCISABLE UNTIL JUNE 30, 2003
ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
THIS CERTIFIES THAT
is the owner of that number of warrants as indicated above,
Each Warrant entitles the registered holder thereof (the "Registered Holder")
to purchase, subject to this Warrant and the Warrant Agreement dated August
15, 2001, by and between the Company and StockTrans, Inc. as Warrant Agent
(the "Warrant Agent"), during the Warrant Exercise Period (as herein
defined), one share of the Company's Common Stock, $0.10 par value per share
(the "Stock") at the Exercise Price of $10.00 per share. The Company is a
Pennsylvania Corporations with its principal office located in Allentown,
Pennsylvania. Warrants are exercisable only for whole shares of Stock. The
Warrant Exercise Period terminates June 30, 2003 (the "Expiration Date"). All
Warrants shall become immediately void following the Expiration Date.
Warrants may be exercised only for the purchase of whole shares of Stock by
surrendering properly endorsed Warrant certificates to the Warrant Agent,
accompanied by payment of the Warrant Exercise Price by certified or bank
cashier's check for each share of Stock as to which the Warrant is being
exercised and any applicable transfer or other taxes. Holders will receive
cash payments if fractional shares result only if such result occurs because
of the application of certain anti-dilution provisions as provided in the
Warrant Agreement. The date of exercise of any Warrant will be the date the
Warrant certificate is duly presented to the Warrant Agent in proper form
accompanied by payment of the full Warrant Exercise Price and any applicable
taxes.
The Warrant Certificate is transferable (subject to restrictions set forth in
the Warrant Agreement) at the principal office of the Warrant Agent (or
successor to the Warrant Agent) by the registered holder hereof in person or
by his attorney duly authorized in writing, upon (i) surrender of this
Warrant Certificate, and (ii) compliance with and subject to the conditions
set forth herein and in the Warrant Agreement. Upon any such transfer, a new
Warrant Certificate or new Warrant Certificates of different denominations,
representing in aggregate a like number of Warrants, will be issued to the
transferee. Every holder of Warrants, by accepting this Warrant Certificate,
consents and agrees with the Company, the Warrant Agent and with every
subsequent holder of this Warrant Certificate that until due presentation for
the registration of transfer of this Warrant Certificate on the Warrant
certified by the Warrant Agent, the Company and the Warrant Agent may deem
and treat the person in whose name this Warrant Certificate is registered as
the absolute and lawful owner for all purposes whatsoever and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary.
Upon the exercise of less than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Registered Holder a new Warrant
Certificate in respect of the remaining unexercised Warrants.
Upon certain events unspecified in the Warrant Agreement, the Warrant
Exercise Price, the number of shares of Stock issuable upon the exercise of
each Warrant, and the Expiration Date may be adjusted.
This Warrant Certificate shall not affiliate the Registered Holder to any of
the rights of a stockholder in the Company without exception.
This Warrant Certificate shall not be valid until it shall have been
countersigned by the Warrant Agent.
IN WITNESS WHEREOF, American Bank Incorporated has caused this certificate to
be executed, by the facsimile signatures of its duly authorized officers and
has caused a facsimile of its seal to be hereunto affixed.
DATED:
By: ------------------------------------ ----------------------------
President and Chief Executive Officer Chairman of the Board
AMERICAN BANK INCORPORATED
Purchase Form
Mailing Address:
----------------------------------- -----------------------------------
----------------------------------- -----------------------------------
----------------------------------- -----------------------------------
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder
--------------
shares of the stock provided for therein, and requests that certificates for
such shares to be issued in the name of:
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
and if such number of shares shall not be all the shares purchasable thereunder,
that a new Warrant Certificate for the balance remaining of the shares
purchasable under the within Warrant Certificate registered in the name of the
undersigned Warrantholder or his Assignee as below indicated and delivered to
the address stated below.
DATED:
-----------------------------------
Name of Warrantholder or Assignee:
---------------------------------------------
(Please Print)
Address:
-----------------------------------------------------------------------
Signature:
---------------------------------------------------------------------
Signature Guaranteed:
-------------------------- --------------------------
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS WARRANT CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
--------------------------------------------------------------------------------
(Name and Address of Assignee Must Be Printed or Typewritten)
the within Warrant, hereby irrevocably constituting and appointing
----------------------------------------------------------------- Attorney to
transfer said Warrant on the books of the Company, with full power of
substitution in the premises.
DATED:
----------------------------------- ------------------------------
Signature of Registered Holder
Signature Guaranteed:
------------------------ -------------------------------
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WARRANT CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
