0001004878-97-000080 Sample Contracts

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------------------------------ SECRETARY CHAIRMAN & CHIEF EXECUTIVE OFFICER COUNTERSIGNED: AMERICAN SECURITIES TRANSFER & TRUST, INC. (DENVER, COLORADO) BY WARRANT AGENT
Gateway American Properties Corp • October 16th, 1997 • Real estate

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 A

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