Number W( ) --
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK
VOID AFTER 5:00 P.M., NEW YORK TIME, ON DECEMBER 31, 2002
CUSIP No._______
INTERVEST BANCSHARES CORPORATION
Series __/__/97 Class A Common Stock Purchase Warrant
_______________ Warrants
This certifies that, for value received, the registered holder hereof
or registered assigns (the "Holder"), is entitled to purchase from Intervest
Bancshares Corporation, a Delaware corporation (the "Company"), at any time or
from time to time until 5:00 P.M., New York time, December 31, 2002, _________
shares of Class A Common Stock, $1.00 par value, of the Company. The exercise
price at which this Warrant may be exercised (the "Warrant Price") shall be as
follows: $15.00 per share through December 31, 1999; $17.00 per share from
January 1, 2000 to December 31, 2000; $18.50 per share from January 1, 2001 to
December 31, 2001; and $20.00 per share after December 31, 2001. The number of
Warrants, the number of shares purchasable upon exercise of this Warrant and the
Warrant Price per share shall be subject to adjustment from time to time as set
forth in the Warrant Agreement referred to below.
This Warrant may be exercised in whole or in part by presentation of
this Warrant with the Purchase Form on the reverse side hereof duly executed
(with a signature guarantee as provided in the Warrant Agreement) and
simultaneous payment of the Warrant Price (subject to adjustment) at the office
or agency of The Bank of New York or its successor (the "Warrant Agent")
maintained for that purpose in the Borough of Manhattan, City of New York.
Payment of such price shall be made by certified or cashiers' check. This
Warrant may not be exercised for fewer than one hundred (100) shares unless
exercised as to all shares covered hereby.
This Warrant is issued under and in accordance with a Warrant Agreement
dated ___________, 1997 between the Company and the Warrant Agent (as the same
may be hereafter amended) and is subject to the terms and provisions contained
in the Warrant Agreement, to all of which the Holder of this Warrant by
acceptance hereof consents. A copy of the Warrant Agreement may be obtained for
inspection by the Holder hereof upon written request to the Warrant Agent.
Upon any partial exercise of this Warrant, there shall be countersigned
and issued to the Holder hereof a new Warrant in respect of the shares as to
which this Warrant shall not have been exercised. This Warrant may be exchanged
at the office of the Warrant Agent by surrender of this Warrant properly
endorsed (with a signature guarantee as provided in the Warrant Agreement)
either separately or in combination with one or more other Warrants for one or
more new Warrants of the same aggregate number of shares as here evidenced by
the Warrant or Warrants exchanged. No fractional shares will be issued upon the
exercise of rights to purchase hereunder, but the Company shall pay the cash
value of any fraction upon the exercise of one or more Warrants, all as provided
in the Warrant Agreement. This Warrant is transferable at the office of the
Warrant Agent in the manner and subject to the limitations set forth in the
Warrant Agreement.
The Company may call this Warrant at any time, provided that it must
pay the Holder hereof the sum of $1.00 per share of Class A Common Stock
purchasable hereunder if the Warrant is called before January 1, 2000. The
Company shall give notice of its election to call this Warrant by mailing a copy
of the notice not less than 60 days prior to the date designated as the date of
call, in the manner set forth in the Warrant Agreement.
The Company shall not be obligated to deliver any securities hereunder
unless a registration statement under the Securities Act of 1933, as amended,
with respect to such securities is effective. 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 while any of the Warrants are outstanding. This Warrant shall not be
exercisable by a Holder in any state where such exercise would be unlawful.
The Holder hereof may be treated by the Company, the Warrant Agent, and
all other persons dealing with this Warrant as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented hereby, or
to the transfer hereof on the books of the Company any notice to the contrary
notwithstanding, and until such transfer on such books, the Company may treat
the Holder hereof as the owner for all purposes.
This Warrant does not entitle any Holder hereof to any of the rights of
a stockholder of the Company.
This Warrant shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Warrant Agent.
Dated: _____________________________ Intervest Bancshares Corporation
By: _______________________________
President
ATTEST:
_______________________________
Secretary
(seal)
Countersigned:
THE BANK OF NEW YORK
By: ______________________________
Authorized Officer
[FORM OF REVERSE OF WARRANT CERTIFICATE]
INTERVEST BANCSHARES CORPORATION
Series __/__/97 Class A Common Stock Purchase Warrant
ELECTION TO PURCHASE
TO: Intervest Bancshares Corporation
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
_________ shares of the Company's Class A Common Stock provided for thereon and
requests that certificates for such shares be issued in the name of
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(please print name, address, and social security number)
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and, if said 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 be registered in the
name of the undersigned Holder or his Assignee as below indicated and delivered
to the address stated below.
Dated: ____________________, 19___
Name of Warrantholder
or Assignee
_____________________________________
(please print)
Address ___________________________
____________________________________
Social Security
Number ___________________________
Medallion Signature Guaranteed:
Signature ________________________
___________________________
NOTE: THE ABOVE SIGNATURE MUST
CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS
WARRANT CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE
WHATEVER, UNLESS THIS WARRANT
HAS BEEN ASSIGNED
ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to
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(name, address and social security number of
assignee must be printed or typewritten)
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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: ______________________, 19___
___________________________________
Signature of Registered Holder
Medallion Signature Guaranteed:
Signature ________________________
___________________________
NOTE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS IT APPEARS UPON THE
FACE OF THE WITHIN WARRANT
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE
