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EXHIBIT 1.3
INLAND REAL ESTATE CORPORATION
7,816,000 Shares of Common Stock
$.01 Par Value
[FORM OF]
WARRANT PURCHASE AGREEMENT
___________, 1997
This Warrant Purchase Agreement (the "Agreement") is made by and
between Inland Real Estate Corporation, a Maryland corporation (the
"Company"), and Inland Securities Corporation, an Illinois corporation (the
"Warrantholder").
The Company hereby agrees to issue and sell, and the Warrantholder
agrees to purchase, for the price of $.0008 per warrant, warrants as
hereinafter described (the "Soliciting Dealer Warrants") to purchase one
share of the Company's Common Stock, $.01 par value (the "Shares") for each
40 Shares sold by the Dealer Manager and/or Soliciting Dealers, up to a maximum
of 184,000 Soliciting Dealer Warrants. The price per Share at which the
Soliciting Dealer Warrants are exercisable and the number of Shares
purchasable per Soliciting Dealer Warrant are subject to adjustment pursuant
to Section 8 hereof. The Soliciting Dealer Warrants are being purchased in
connection with a public offering of an aggregate of 7,816,000 Shares (the
"Offering"), pursuant to that certain Dealer Manager Agreement (the
"Dealer Manager Agreement"), dated ________, 1997 between the Company and
the Warrantholder as the Dealer Manager and a representative of the
Soliciting Dealers who may receive warrants.
The issuance of the Soliciting Dealer Warrants shall occur quarterly
commencing 60 days after the date on which Shares are first sold pursuant to
the Offering and such issuances shall be subject to the terms and conditions
set forth in the Dealer Manager Agreement.
In consideration of the foregoing and for the purpose of defining
the terms and provisions of the Soliciting Dealer Warrants and the
respective rights and obligations thereunder, the Company and the
Warrantholder, for value received, hereby agree as follows:
1. FORM AND TRANSFERABILITY OF SOLICITING DEALER WARRANTS.
(A) REGISTRATION. The Soliciting Dealer Warrant(s)
shall be numbered and shall be registered on the books of the Company
when issued.
(B) FORM OF SOLICITING DEALER WARRANTS. The text and form of the
Soliciting Dealer Warrant and of the Election to Purchase shall be
substantially as set forth in Exhibit "A" and Exhibit "B" respectively,
attached hereto and incorporated herein. The price per Share (the "Warrant
Price") and the number of Shares issuable upon exercise of the Soliciting
Dealer Warrants are subject
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to adjustment upon the occurrence of certain events, all as hereinafter
provided. The Soliciting Dealer Warrants shall be dated as of the date
of signature thereof by the Company either upon initial issuance or upon
division, exchange, substitution or transfer.
(C) TRANSFER. The Soliciting Dealer Warrants shall be transferable
only on the books of the Company maintained at its principal office or that of
its designated transfer agent, if designated, upon delivery thereof duly
endorsed by the Warrantholder or by its duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment or
authority to transfer. Upon any registration of transfer, the Company shall
execute and deliver a new Soliciting Dealer Warrant to the person entitled
thereto. Assignments or transfers shall be made pursuant to the form of
Assignment attached as Exhibit "C" hereto.
(D) LIMITATIONS ON TRANSFER OF SOLICITING DEALER WARRANT. The
Soliciting Dealer Warrants shall not be sold, transferred, assigned,
exchanged or hypothecated (collectively a "Transfer") by the Warrantholder,
except to: (i) one or more persons, each of whom on the date of transfer
is an officer and director of the Warrantholder or an officer and director
or partner of a successor to the Warrantholder as provided in clause (iv) of
this Subsection (d); (ii) a partnership or partnerships, all of the partners
of which are a Warrantholder and one or more persons, each of whom on the
date of transfer is an officer (including an officer-director) of a
Warrantholder or an officer (including an officer-director) or partner of a
successor to a Warrantholder; (iii) broker-dealer firms which have executed,
and are not then in default of, a "Soliciting Dealers Agreement" entered
into with the Dealer Manager (the "Selling Group") and one or more persons,
each of whom on the date of transfer is an officer or partner of a member of
the Selling Group or an officer (including an officer-director) or partner of
a successor to a member of the Selling Group; provided that the Dealer Manager
may not Transfer Soliciting Dealer Warrants to members of the Selling
Group in connection with the sale of Shares to residents of the States of
Minnesota, Nebraska, South Carolina or Texas; (iv) a successor to a
Warrantholder through merger or consolidation; (v) a purchaser of all or
substantially all of a Warrantholder's assets; or (vi) stockholders of a
Warrantholder or the stockholders or partners of its transferee in the event of
liquidation or dissolution of a Soliciting Dealer; provided, however,
that commencing one year from the date of issuance, a Transfer may be made to
a third party solely for the purpose of immediate exercise of the Soliciting
Dealer Warrant and sale of the underlying Shares by such third party. The
Soliciting Dealer Warrant may be divided or combined, upon written request to
the Company by the Warrantholder, into a certificate or certificates
representing the right to purchase the same aggregate number of shares.
Unless the context indicates otherwise, the term "Warrantholder" shall
include any transferee of the Soliciting Dealer Warrant, and the term
"Warrant" shall include any and all Soliciting Dealer Warrants outstanding
pursuant to this Agreement, including those evidenced by a certificate or
certificates issued upon division, exchange, substitution or transfer
pursuant to this Agreement.
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(E) EXCHANGE OR ASSIGNMENT OF SOLICITING DEALER WARRANT.
Any Soliciting Dealer Warrant certificate may be assigned or exchanged
without expense for another certificate or certificates entitling the
Warrantholder to purchase a like aggregate number of Shares as the
certificate or certificates surrendered then entitled such Warrantholder to
purchase. Any Warrantholder desiring to exchange a Soliciting Dealer
Warrant certificate shall make a request in writing delivered to the
Company, and shall surrender, properly endorsed, the certificate evidencing
the Soliciting Dealer Warrant to be so assigned or exchanged. Thereupon,
the Company shall execute and deliver to the person entitled thereto a new
Soliciting Dealer Warrant certificate as so requested.
Any Warrantholder desiring to assign a Soliciting Dealer Warrant
shall make such request in writin delivered to the Company, and shall
surrender, properly endorsed, the certificate evidencing the Soliciting Dealer
Warrant to be so assigned, with an instrument of assignment duly executed
accompanied by proper evidence of assignment, succession or authority to
transfer, and funds sufficient to pay any transfer tax, whereupon the Company
shall, without charge, execute and deliver a new Soliciting Dealer
Warrant certificate in the name of the assignee named in such instrument of
assignment and the original Soliciting Dealer Warrant certificate shall
promptly be cancelled.
(F) Notwithstanding any provision in this Agreement to the contrary,
the Soliciting Dealer Warrants shall not be issued to Soliciting Dealers
registered in Minnesota, Nebraska, South Carolina or Texas selling Shares
to residents of Minnesota, Nebraska, South Carolina or Texas, respectively.
2. TERMS AND EXERCISE OF SOLICITING DEALER WARRANTS.
(A) EXERCISE PERIOD. Subject to the terms of this Agreement,
the Warrantholder shall have the right to purchase one Share from the Company
at a price of $12 (120% of the offering price per Share) during the time
period beginning one year from the date the Soliciting Dealer Warrants are
issued and ending on [________________] (the "Exercise Period"), or if any
such date is a day on which banking institutions are authorized by law to
close, then on the next succeeding day which shall not be such a day, to
purchase from the Company up to the number of fully paid and nonassessable
Shares which the Warrantholder may at the time be entitled to purchase
pursuant to the Soliciting Dealer Warrant, a form of which is attached
hereto as Exhibit "A."
(B) METHOD OF EXERCISE. The Soliciting Dealer Warrant shall be
exercised by surrender to the Company, at its principal office in Oak Brook,
Illinois or at the office of the Company's stock transfer agent, if any, or
at such other address as the Company may designate by notice in writing to
the Warrantholder at the address of the Warrantholder appearing on the books
of the Company, of the certificate evidencing the Soliciting Dealer
Warrant to be exercised, together with the form of Election to Purchase,
included as Exhibit "B" hereto, duly completed and signed, and upon payment
to the Company of the Warrant Price (as determined in accordance with the
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provisions of Sections 7 and 8 hereof), for the number of Shares with respect
to which such Soliciting Dealer Warrant is then exercised together with all
taxes applicable upon such exercise. Payment of the aggregate Warrant Price
shall be made in cash or by certified check or cashier's check, payable to
the order of the Company. A Soliciting Dealer Warrant may not be exercised if
the Shares to be issued upon the exercise of the Soliciting Dealer Warrant
have not been registered (or be exempt from registration) in the state of
residence of the holder of the Soliciting Dealer Warrant or if a Prospectus
required under the laws of such state cannot be delivered to the buyer on
behalf of the Company. In addition, holders of Soliciting Dealer Warrants may
not exercise the Soliciting Dealer Warrant to the extent such exercise will
cause them to exceed the ownership limits set forth in the Company's
Articles of Incorporation, as amended. If any Soliciting Dealer Warrant has
not been exercised by the end of the Exercise Period, it will terminate and
the Warrantholder will have no further rights thereunder.
(C) PARTIAL EXERCISE. The Soliciting Dealer Warrants shall be
exercisable, at the election of the Warrantholder, either in full or from
time to time in part and, in the event that the Soliciting Dealer Warrant is
exercised with respect to less than all of the Shares specified therein at
any time prior to the Termination Date, a new certificate evidencing the
remaining Soliciting Dealer Warrants shall be issued by the Company.
(D) SHARE ISSUANCE UPON EXERCISE. Upon such surrender of the
Soliciting Dealer Warrant certificate and payment of such Warrant Price,
the Company shall issue and cause to be delivered with all reasonable dispatch
to the Warrantholder in such name or name as the Warrantholder may designate in
writing, a certificate of certificates for the number of full Shares so
purchased upon the exercise of the Soliciting Dealer Warrant, together with
cash, as provided in Section 9 hereof, with respect to any fractional
Shares otherwise issuable upon such surrender. Such certificate or
certificates shall be deemed to have been issued and any person so designated
to be named therein shall be deemed to have become a holder of such Shares
as of the close of business on the date of the surrender of the Soliciting
Dealer Warrant and payment of the Warrant Price, as hereinafter defined,
notwithstanding that the certificates representing such Shares shall not
actually have been delivered or that the stock transfer books of the Company
shall then be closed.
3. MUTILATED OR MISSING SOLICITING DEALER WARRANT.
In case the certificate or certificates evidencing the Soliciting
Dealer Warrant shall be mutilated, lost, stolen or destroyed, the Company
shall, at the request of the Warrantholder, issue and deliver in exchange and
substitution for and upon cancellation of the mutilated certificate of
certificates, or in lieu of and in substitution for the certificate or
certificates lost, stolen or destroyed, a new Soliciting Dealer Warrant
certificate or certificates of like tenor and date and representing an
equivalent right or interest, but only upon receipt of evidence satisfactory
to the Company of such loss, theft or destruction of such Soliciting
Dealer Warrant, and of reasonable bond of indemnity, if requested, also
satisfactory in form and amount and at the applicant's cost.
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4. RESERVATION OF SHARES.
There has been reserved, and the Company shall at all times keep
reserved so long as the Soliciting Dealer Warrant remains outstanding, out
of its authorized Common Stock, such number of Shares as shall be subject
to purchase under the Soliciting Dealer Warrant.
5. LEGEND ON SOLICITING DEALER WARRANT SHARES.
Each certificate for Shares initially issued upon exercise of
the Soliciting Dealer Warrant, unless at the time of exercise such Shares are
registered with the Securities and Exchange Commission (the "Commission"),
under the Securities Act of 1933, as amended (the "Act"), shall bear the
following legend:
NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THESE SHARES SHALL
BE MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED.
Any certificate issued at any time in exchange or substitution
for any certificate bearing such legend (except a new certificate issued upon
completion of a public distribution pursuant to a registration statement under
the Act of the securities represented thereby) shall also bear the above legend
unless, in the opinion of such counsel as shall be reasonably approved by the
Company, the securities represented thereby need no longer be subject to
such restrictions.
6. PAYMENT OF TAXES.
The Company shall pay all documentary stamp taxes, if any,
attributable to the initial issuance of the Shares; provided, however,
that the Company shall not be required to pay any tax or taxes which may be
payable with respect to any secondary transfer of the Soliciting Dealer
Warrant or the Shares.
7. WARRANT PRICE.
The price per Share at which Shares shall be purchasable on the
exercise of the Soliciting Dealer Warrant shall be $12 (the "Warrant
Price").
8. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.
The number and kind of securities purchasable upon the
exercise of the Soliciting Dealer Warrant and the Warrant Price shall
be subject to adjustment from time to time upon the happening of certain
events, as follows:
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(a) In case the Company shall: (i) pay a dividend in Common Stock
or make a distribution in Common Stock; (ii) subdivide its outstanding
Common Stock; (iii) combine its outstanding Common Stock into a smaller
number of shares of Common Stock, or (iv) issue by reclassification of
its Common Stock other securities of the Company, the number and kind of
securities purchasable upon the exercise of the Soliciting Dealer Warrant
immediately prior thereto shall be adjusted so that the Warrantholder shall
be entitled to receive the number and kind of securities of the Company
which it would have owned or would have been entitled to receive after the
happening of any of the events described above had the Soliciting Dealer
Warrant been exercised immediately prior to the happening of such event
or any record date with respect thereto. Any adjustment made pursuant to
this Subsection (a) shall become effective on the effective date of such
event retroactive to the record date, if any, for such event.
(b) No adjustment in the number of securities purchasable hereunder
shall be required unless such adjustment would require an increase or
decrease of at least one percent (1%) in the number of securities
(calculated to the nearest full Share thereof) then purchasable upon the
exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer
Warrant is not then exercisable, the number of securities purchasable upon
the exercise of the Soliciting Dealer Warrant on the first date thereafter
that the Soliciting Dealer Warrant becomes exercisable; provided,
however, that any adjustment which by reason of this Subsection (b) is
not required to be made immediately shall be carried forward and taken
into account in any subsequent adjustment.
(c) Whenever the number of Shares purchasable upon the exercise of
the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant
Price shall be adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of
Shares purchasable upon the exercise of the Soliciting Dealer Warrant
immediately prior to such adjustment, and of which the denominator shall be
the number of Shares so purchasable immediately thereafter.
(d) For the purpose of this Section 8, the term "Common Stock"
shall mean: (i) the class of stock designated as the Common Stock of the
Company at the date of this Agreement; or (ii) any other class of stock
resulting from successive changes or reclassification of such Common Stock
consisting solely of changes in par value, or from par value to no par value,
or from no par value to par value. In the event that at any time, as a
result of an adjustment made pursuant to this Section 8, the Warrantholder
shall become entitled to purchase any shares of the Company other than Common
Stock, thereafter the number of such other shares so purchasable upon the
exercise of the Soliciting Dealer Warrant and the Warrant Price shall be
subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Shares contained in this Section 8.
(e) Whenever the number of Shares and/or securities purchasable upon
the exercise of the Soliciting Dealer Warrant or the Warrant Price is adjusted
as herein provided, the Company shall cause to be promptly mailed to the
Warrantholder by first class mail, postage prepaid, notice of such
adjustment setting forth the number of Shares and/or securities purchasable
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upon the exercise of the Soliciting Dealer Warrant or the Warrant Price
after such adjustment, a brief statement of the facts requiring such
adjustment and the computation by which such adjustment was made.
(f) In case of any reclassification, capital reclassification, capital
reorganization or other change in the outstanding shares of Common Stock of
the Company (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of an issuance of
Common Stock by way of dividend or other distribution, or of a subdivision or
combination of the Common Stock), or in case of any consolidation or merger of
the Company with or into another corporation or 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, capital reorganization or other
change in the outstanding shares of Common Stock of the Company) as a result
of which the holders of the Company's Common Stock become holders of other
shares of securities of the Company or of another corporation or entity, or
such holders receive cash or other assets, or in case of any sale or
conveyance to another corporation of the property, assets or business of the
Company as an entirety or substantially as an entirety, the Company or such
successor or purchasing corporation, as the case may be, shall execute with
the Warrantholder an agreement that the Warrantholder shall have the right
thereafter upon payment for the Warrant Price in effect immediately prior to
such action to purchase upon the exercise of the Soliciting Dealer Warrant the
kind and number of securities and property which it would have owned or have
been entitled to have received after the happening of such reclassification,
capital reorganization, change in the outstanding shares of shares of Common
Stock of the Company, consolidation, merger, sale or conveyance had the
Soliciting Dealer Warrant been exercised immediately prior to such action.
The agreement referred to in this Subsection (f) shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 8. The provisions of this Subsection
(f) shall similarly apply to successive reclassification, capital
reorganizations, changes in the outstanding shares of Common Stock of the
Company, consolidations, mergers, sales or conveyances.
(g) Except as provided in this Section 8, no adjustment with respect
to any dividends shall be made during the term of the Soliciting Dealer Warrant
or upon the exercise of the Soliciting Dealer Warrant.
(h) No adjustments shall be made in connection with the public sale
and issuance of the Shares pursuant to the Dealer Manager Agreement or the sale
or issuance of Shares upon the exercise of the Soliciting Dealer Warrant.
(i) Irrespective of any adjustments in the Warrant Price or the number
or kind of securities purchasable upon the exercise of the Soliciting Dealer
Warrant, the Soliciting Dealer Warrant certificate or certificates theretofore
or thereafter issued may continue to express the same price or number or kind
of securities stated in the Soliciting Dealer Warrant initially issuable
pursuant to this Agreement.
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9. FRACTIONAL INTEREST.
The Company shall not be required to issue fractional Shares or
securities upon the exercise of the Soliciting Dealer Warrant. If any such
fractional Share would, except for the provisions of this Section 9, be
issuable upon the exercise of the Soliciting Dealer Warrant (or specified
portion thereof), the Company may, at its election, pay an amount in cash equal
to the then current market price multiplied by such fraction. For purposes of
this Agreement, the term "current market price" shall mean: (a) if the Shares
are traded in the over-the-counter market and not on the Nasdaq National Market
("NNM") or on any national securities exchange, the average between the per
share closing bid and asked prices of the Shares for the 30 consecutive trading
days immediately preceding the date in questions, as reported by the NNM or an
equivalent generally accepted reporting service; or (b) if the Shares are
traded on the NNM or on a national securities exchange, the average for the 30
consecutive trading days immediately preceding the date in question of the daily
per share closing prices of the Shares on the NNM or on the principal national
stock exchange on which it is listed, as the case may be. The closing price
referred to in clause (b) above shall be the last reported sales price or, in
case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices on the NNM or on the principal national securities
exchange on which the Shares are then listed, as the case may be. If the Shares
are not publicly traded, then the "current market price" shall mean $10 for the
first three years following the termination of the Offering.
10. NO RIGHTS AS STOCKHOLDER; NOTICES OF WARRANTHOLDER.
Nothing contained in this Agreement or in the Soliciting Dealer
Warrant shall be construed as conferring upon the Warrantholder or its
transferee any rights as a stockholder of the Company, either at law or in
equity, including the right to vote, receive dividends, consent or notices as
stockholder with respect to any meeting of stockholders for the election of
directors of the Company or for any other matter.
11. REGISTRATION OF SOLICITING DEALER WARRANTS AND SHARES
PURCHASABLE THEREUNDER.
The Soliciting Dealer Warrants and the Shares purchasable
thereunder are being registered as part of the Offering. At the same
time, the Company also is registering certain Soliciting Dealer Warrants (and
the Shares purchasable thereunder) which were to be but have not been
issued to the Warrantholder pursuant to the Prior Offering. The Company
undertakes to make additional filings with the Commission to the extent
required to keep the Soliciting Dealer Warrants and Shares referenced in
this Section 11 registered through [________________].
12. INDEMNIFICATION.
In the event of the filing of any registration statement
with respect to the Soliciting Dealer Warrants or the Shares pursuant to
Section 11 above, the Company and the Warrantholder
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(and/or selling Warrantholder or such holder of Shares, as the case may be),
shall agree to indemnify and hold harmless the other to the same extent and
in the same manner as provided in the Dealer Manager Agreement.
13. CONTRIBUTION.
In order to provide for just and equitable contribution under the
Act in any case in which: (a) the Warrantholder or any holder of Shares makes a
claim for indemnification pursuant to Section 12 hereof, but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right to appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 12 hereof
provide for indemnification in such case; or (b) contribution under the Act
may be required on the part of the Warrantholder or any holder of Shares, the
Company and the Warrantholder, or such holder of Shares, shall agree to
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (which shall, for all purposes of this Agreement, including, but
not limited to, all costs of defense and investigation and all attorneys' fees),
in either such case (after contribution from others) on the basis of relative
fault as well as any other relevant equitable considerations in the same manner
as provided by the parties in the Dealer Manager Agreement.
14. NOTICES.
Any notice given pursuant to this Agreement by the Company or
by the Warrantholder shall be in writing and shall be deemed to have been
duly given if delivered or mailed by certified mail, return receipt
requested:
(a) If to the Warrantholder, addressed to:
Inland Securities Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(b) If to the Company, addressed to:
Inland Real Estate Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Each party hereto may, from time to time, change the address
to which notices to it are to be delivered or mailed hereunder by notice in
accordance herewith to the other party.
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15. PARTIES IN INTEREST.
Nothing in this Agreement shall be construed to give to any person
or corporation other than the Company, the Warrantholder and, to the extent
expressed, any holder of Shares, any person controlling the Company or the
Warrantholder or any holder of Shares, directors of the Company, nominees for
directors (if any) named in the Prospectus, or officers of the Company who have
signed the registration statement, any legal or equitable right, remedy or claim
under this Agreement, and this Agreement shall be for the sole an exclusive
benefit of the aforementioned parties.
16. SUCCESSORS.
All the covenants and provisions of this Agreement by or for the
benefit of the parties listed in Section 15 above shall bind and inure to the
benefit of their respective executors, administrators, successors and assigns
hereunder; provided, however, that the rights of the Warrantholder or holder of
Shares shall be assignable only to those persons and entities specified in
Section 1, Subsection (d) hereof, in which event such assignee shall be bound by
each of the terms and conditions of this Agreement.
17. MERGER OR CONSOLIDATION OF THE COMPANY.
The Company shall not merge or consolidate with or into any other
corporation or sell all or substantially all of its property to another
corporation, unless it complies with the provisions of Section 8, Subsection
(f).
18. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
All statements contained in any schedule, exhibit,
certificate or other instrument delivered by or on behalf of the parties
hereto, or in connection with the transactions contemplated by this
Agreement, shall be deemed to be representations and warranties
hereunder. Notwithstanding any investigations made by or on behalf of the
parties to this Agreement, all representations, warranties and agreements made
by the parties to this Agreement or pursuant hereto shall survive.
19. CHOICE OF LAW.
This Agreement and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of Illinois,
including all matters of construction, validity, performance and enforcement,
and without giving effect to the principles of conflict of laws.
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20. JURISDICTION.
The parties submit to the jurisdiction of the Courts of the State
of Illinois or a Federal Court empaneled in the State of Illinois for the
resolution of all legal disputes arising under the terms of this Agreement.
21. ENTIRE AGREEMENT.
Except as provided herein, this Agreement, including exhibits,
contains the entire agreement of the parties, and supersedes all
existing negotiations, representations or agreements and all other oral,
written or other communications between them concerning the subject matter of
this Agreement.
22. SEVERABILITY.
If any provision of this Agreement is unenforceable, invalid
or violates applicable law, such provision shall be deemed stricken and
shall not affect the enforceability of any other provisions of this Agreement.
23. CAPTIONS.
The captions in this Agreement are inserted only as a matter of
convenience and for reference and shall not be deemed to define, limit,
enlarge or describe the scope of this Agreement or the relationship of the
parties, and shall not affect this Agreement or the construction of any
provisions herein.
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24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed as ofthe date first above written.
Inland Real Estate Corporation, a
Maryland corporation
By:___________________________________
___________________________________
Name and Title
Inland Securities Corporation,
an Illinois corporation
By:___________________________________
___________________________________
Name and Title
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EXHIBIT A
INLAND REAL ESTATE CORPORATION
SOLICITING DEALER WARRANT NO. ______
NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION
OF THIS WARRANT OR THE SHARES PURCHASABLE HEREUNDER
SHALL BE MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AS AMENDED, OR PURSUANT TO AN
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT
REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS WARRANT IS
ALSO RESTRICTED BY THAT CERTAIN WARRANT PURCHASE
AGREEMENT DATED AS OF ________, 1997 A COPY OF
WHICH IS AVAILABLE FROM THE ISSUER.
WARRANT TO PURCHASE ________________ SHARES OF COMMON STOCK OF
INLAND REAL ESTATE CORPORATION
Exercisable commencing on ___________, 199__
Void after 5:00 P.M. Central Standard Time on [________________] (the
"Exercise Closing Date").
THIS CERTIFIES that, for value received, ______________________
(the "Warrantholder"), or registered assigns, is entitled, subject to the terms
and conditions set forth in this Warrant (the "Warrant"), to purchase from
Inland Real Estate Corporation, a Maryland corporation (the "Company"),
________ fully paid and nonassessable Shares of common stock (the "Shares") of
the Company at any time during the period commencing on ___________, 199__
and continuing up to 5:00 P.M. central standard time on _______________, 199__
at $12 per Share, and is subject to all the terms thereof, including the
limitations on transferability as set forth in that certain Warrant Purchase
Agreement between Inland Securities Corporation and the Company dated
___________, 1997.
THIS WARRANT may be exercised by the holder thereof, in whole or
in part, by the presentation and surrender of this Warrant with the form of
Election to Purchase duly executed, with signature(s) guaranteed, at the
principal office of the Company (or at such other address as the Company may
designate by notice to the holder hereof at the address of such holder
appearing on the books of the Company), and upon payment to the Company of the
purchase price in cash or by certified check or bank cashier's check. The
Shares so purchased
14
EXHIBIT A
shall be registered to the holder (and, if requested, certificates
issued) promptly after this Warrant shall have been so exercised and unless
this Warrant has expired or has been exercised, in full, a new Warrant
identical in form, but representing the number of Shares with respect to
which this Warrant shall not have been exercised, shall also be issued to the
holder hereof.
NOTHING CONTAINED herein shall be construed to confer upon the
holder of this Warrant, as such, any of the rights of a Stockholder of the
Company.
Inland Real Estate Corporation, a
Maryland corporation
By:_________________________________
_________________________________
Name and Title
-2-
15
EXHIBIT B
INLAND REAL ESTATE CORPORATION
ELECTION TO PURCHASE
SOLICITING DEALER WARRANT
Inland Real Estate Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the attached warrant (the "Warrant"), to purchase
thereunder ____ shares of the common stock of Inland Real Estate Corporation
(the "Shares") provided for therein and hereby tenders $_________ ($12.00 per
Share) in payment of the actual exercise price thereof, and requests that the
Shares be issued in the name of
_______________________________________________________________________________
(Please Print Name, Address and SSN or EIN of Stockholder below)
_______________________________________________________________________________
and, if said number of Shares shall not be the total possible number of Shares
purchasable hereunder, that a new Warrant certificate for the balance of the
Shares purchasable under the attached Warrant certificate be registered in the
name of the undersigned Warrantholder or his assignee as indicated below and
delivered at the address state below:
Dated: ____________________
Name of Warrantholder or Assignee:_____________________________________________
(Please Print)
Address:______________________________________________________________________
______________________________________________________________________________
Signature:____________________________________________________________________
16
EXHIBIT C
INLAND REAL ESTATE CORPORATION
SOLICITING DEALER WARRANT
ASSIGNMENT
(To be signed only upon assignment of the Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:
______________________________________________________________________________
(Please Print Name, Address and SSN or EIN of Assignee Below)
_____________________________________________________________________________
the attached Participating Dealer Warrant No. ____, to purchase ________
shares of common stock of Inland Real Estate Corporation (the "Company"), hereby
irrevocably constituting and appointing the Company and/or its transfer agent as
its attorney to transfer said Warrant on the books of the Company, with full
power of substitution.
Dated: ____________
_____________________________________
Signature of Registered Holder
Signature Guaranteed: _____________________________________
Note: The above signature must
correspond with the name as written
upon the face of the attached
Warrant certificate in every
particular respect, without
alteration, enlargement or any
change whatever, unless this
Warrant has been duly assigned.
