EXHIBIT 12A
THIS WARRANT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, ASSIGNED
OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION), IN WHOLE
OR IN PART, BY THE HOLDER, EXCEPT BY OPERATION OF LAW. THE SHARES OF
COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR
APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE
SOLD, PLEDGED, HYPOTHECATED, DONATED, ASSIGNED OR OTHERWISE TRANSFERRED
(WHETHER OR NOT FOR CONSIDERATION), IN WHOLE OR IN PART, BY THE HOLDER
EXCEPT 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 STATE ACTS.
WARRANT NO. ___
TO PURCHASE _______ SHARES
OF COMMON STOCK
OF
AMERICASBANK CORP.
(a Maryland Corporation)
Not Transferable and Exercisable Only
Upon Conditions Herein Specified
Void after 5:00 O'Clock P.M. EST,
on June 30, 2007
AMERICASBANK CORP., a Maryland corporation (the "Company"), hereby
certifies that ____________________, such holder's heirs, personal
representatives and/or successors, 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 $10.00 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.
7. EXERCISE OF WARRANTS.
a. Subject to the provisions of subsection (b) of this Section 1
and Section 4 hereof, upon presentation and surrender of this
Warrant, with the attached Purchase Form duly executed, at the
principal office of the Company at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company may
designate by notice to the Holder hereof, together with a
check payable to the order of the Company in the amount of the
Exercise Price times the number of Shares being purchased, the
Company shall deliver to the Holder hereof, as promptly as
practicable, certificates representing the Shares being
purchased. This Warrant may be exercised in whole or in part;
and, 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. This Warrant may be exercised in whole or in part
at any time after December 31, 1998, and shall be void
after 5:00 p.m. EST, on June 30, 2007.
8. 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, in the event that any
certificate representing the Shares is issued to the
Holder hereof 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, irrespective of the date of
delivery of such 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.
9. 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 duly and
validly authorized and issued, fully-paid and non-
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assessable, and free from all stamp-taxes, liens and charges
with respect to the purchase thereof.
10. RESTRICTIONS ON EXERCISE; DISPOSITION OF WARRANTS OR
SHARES. The Holder of this Warrant or of the Shares issuable
upon the exercise of the Warrant, by its acceptance hereof,
hereby (a) represents and warrants that this Warrant and the
Shares issuable upon exercise hereof are being acquired for
investment for the account of the Holder and with no intent to
sell, transfer or subdivide such Warrant or Shares, (b)
understands and agrees that 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 or current plans to register such
Shares, (c) understands and agrees that this Warrant has been
issued pursuant to exemptions from the registration
requirements of the Act and the State Acts which the Company
believes are available and that the Warrant may only be
exercised upon the issuance to the Company of an opinion of
counsel satisfactory to counsel to the Company and/or upon
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 State Acts, (d) understands and agrees that
this Warrant may not be sold, pledged, hypothecated, donated,
assigned or otherwise transferred (whether or not for
consideration), in whole or in part, by the Holder, except by
operation of law and (e) understands and agrees that the
Shares issuable upon the exercise of this Warrant shall not be
sold, pledged, hypothecated, donated, assigned or otherwise
transferred (whether or not for consideration) by the Holder
except upon the issuance to the Company of an opinion of
counsel satisfactory to counsel to the Company and/or upon
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 State Acts.
11. 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
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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 merger 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 provision 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) 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
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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 ten (10) days prior to the closing of
the transaction in question and not less than ten (10) 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
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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.
12. 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.
13. 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.
14. SURVIVAL. The various rights and obligations of the Holder
hereof as set forth herein shall survive the exercise and surrender of
this Warrant.
15. NOTICES. Whenever any notice, payment of any purchase price,
or other communication is required to be given or delivered under the
terms of this Warrant, it shall be in writing and delivered by hand
delivery or United States registered or certified mail, return receipt
requested, postage prepaid, and will be deemed to have been given or
delivered on the date such notice, purchase price or other
communication is so delivered or posted, as the case may be; and, if to
the Company, it will be addressed to the address specified in Section 1
hereof, and if to the Holder, it will be addressed to the registered
Holder at his address as it appears on the books of the Company.
IN WITNESS WHEREOF, AmericasBank Corp., has caused this Warrant to be
executed on its behalf under seal as of this ___ day of _________, 1997.
ATTEST: AMERICASBANK CORP.
By:_________________________ By:____________________________(SEAL)
,Secretary ,President
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PURCHASE FORM
TO: AMERICASBANK CORP.
The undersigned hereby irrevocably elects to exercise the
attached Warrant to the extent of _______________ 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.
INSTRUCTIONS FOR REGISTRATION OF STOCK
UPON THE STOCK LEDGER OF THE COMPANY
Name:__________________________________________________________________________
(Please typewrite or print in block letters)
Address:_______________________________________________________________________
_______________________________________________________________________
________________________________________
Signature
________________________________________
Name
________________________________________
Date
________________________________________
Social Security Number