Registration of Securities by a Small-Business Issuer · Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 171 786K
Issuer
2: EX-1 Underwriting Agreement 35 143K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 48 223K
Liquidation or Succession
4: EX-3.1 Articles of Incorporation/Organization or By-Laws 19 75K
5: EX-3.2 Articles of Incorporation/Organization or By-Laws 19 64K
6: EX-3.3 Articles of Incorporation/Organization or By-Laws 66 274K
7: EX-4.1 Instrument Defining the Rights of Security Holders 78 340K
8: EX-4.2 Instrument Defining the Rights of Security Holders 6 35K
9: EX-5.1 Opinion re: Legality 4 18K
10: EX-5.2 Opinion re: Legality 3 22K
11: EX-8.1 Opinion re: Tax Matters 1 11K
12: EX-10.1 Material Contract 5 23K
13: EX-10.2 Material Contract 22 88K
14: EX-10.3 Material Contract 15 59K
15: EX-10.4 Material Contract 12 36K
16: EX-10.5 Material Contract 13 37K
17: EX-10.6 Material Contract 5 26K
18: EX-10.7 Material Contract 5 28K
19: EX-10.8 Material Contract 5 28K
20: EX-10.9 Material Contract 2 13K
21: EX-10.10 Material Contract 2 14K
22: EX-10.11 Material Contract 9 44K
23: EX-10.12 Material Contract 7 47K
24: EX-21 Subsidiaries of the Registrant 1 8K
25: EX-23.1 Consent of Experts or Counsel 1 10K
26: EX-23.4 Consent of Experts or Counsel 1 9K
27: EX-25.1 Statement of Eligibility of Trustee 31 102K
28: EX-25.2 Statement of Eligibility of Trustee 31 103K
29: EX-25.3 Statement of Eligibility of Trustee 31 103K
30: EX-27 Financial Data Schedule 2± 12K
EX-10.12 · Material Contract
| EX-10.12 | 1st Page of 7 | TOC | Top | Previous | Next | Bottom | Just 1st |
|---|
EXHIBIT 10.12
THESE SECURITIES MAY NOT BE PUBLICLY OFFERED OR SOLD UNLESS AT THE TIME OF SUCH
OFFER OR SALE, THE PERSON MAKING SUCH OFFER OR SALE DELIVERS A PROSPECTUS
MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933 FORMING A
PART OF A REGISTRATION STATEMENT, OR POST-EFFECTIVE AMENDMENT THERETO, WHICH IS
EFFECTIVE UNDER SAID ACT, UNLESS IN THE OPINION OF COUNSEL TO FIRST COASTAL SUCH
OFFER AND SALE IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SAID ACT.
WARRANT
For the Purchase of [_______________] ([______])
Shares of Common Stock
of
FIRST COASTAL BANCSHARES
THIS IS TO CERTIFY, that, for value received, [_____________] (the
"Holder") or registered assigns, is entitled, subject to the terms and
conditions hereinafter set forth, on or after January [__], 2000 and at any time
prior to 5:00 p.m., Los Angeles time, on January [__], 2004, but not thereafter,
to purchase such number of shares (the "Shares") of common stock, no par value
(the "Common Stock"), of First Coastal Bancshares, a California corporation
("First Coastal"), from First Coastal as is set forth above and upon payment to
First Coastal of $[____] per Share (the "Exercise Price"), if and to the extent
this Warrant is exercised, in whole or in part, during the period this Warrant
remains in force, subject in all cases to adjustment as provided in Section 2
hereof, and to receive a certificate or certificates representing the Shares so
purchased, upon presentation and surrender to First Coastal of this Warrant,
with the form of subscription attached hereto, including changes thereto
reasonably requested by First Coastal, duly executed, and accompanied by payment
of the Exercise Price of each Share.
1. TERMS OF THIS WARRANT.
1.1 Time of Exercise. Subject to the provisions of Sections 1.5 and 3.1
hereof, this Warrant may be exercised at any time and from time to time after
9:00 a.m., Los Angeles time, on January [__], 2000, but no later than 5:00 p.m.,
Los Angeles time, on January [__], 2003, at which it shall become void, and all
rights hereunder shall thereupon cease.
1.2 Manner of Exercise.
1.2.1 The Holder may exercise this Warrant, in whole or in part,
upon surrender of this Warrant with the form of subscription attached
hereto duly executed, to First Coastal at its corporate office in El
Segundo, California together with the full Exercise Price for each Share
to be purchased in lawful money of the United States, or by certified
check, bank draft or postal or express money order payable in United
States dollars to the order of First Coastal, and upon compliance with and
subject to the conditions set forth herein.
1.2.2 Upon receipt of this Warrant with the form of subscription
duly executed and accompanied by payment of the aggregate Exercise Price
for the Shares for which this Warrant is then being exercised, First
Coastal shall cause to be issued certificates for the total number of
whole Shares for which this Warrant is being exercised in such
denominations as are required for delivery to the Holder, and First
Coastal shall thereupon deliver such certificates to the Holder or its
nominee. Such payment shall be made either by check payable to the order
of First Coastal or the Holder may elect to receive that number of Shares
equal to the value (as determined below) of this Warrant, in which event
First Coastal shall issue to the Holder the number of Shares determined by
using the following formula:
Y (A - B)
X = ---------------------
A
where X = the number of Shares to be issued to the Holder; Y = the total
number of Shares subject to this Warrant; A = the current market value of
one (1) Share; and B = the Exercise Price per Share. Certificates for the
Shares so purchased shall be delivered to the Holders, at their respective
addresses designated in the form of subscription, within a reasonable
time, in no event exceeding five (5) days after the rights represented by
this Warrant shall have been so exercised, and, unless this Warrant has
expired or been exercised in full, a new Warrant representing the number
of Shares (if any) with respect to which this Warrant shall not then have
been exercised shall also be issued to the Holder
within such time.
1.2.3 In case the Holder shall exercise this Warrant with respect to
less than all of the Shares that may be purchased under this Warrant,
First Coastal shall execute a new Warrant for the balance of the Shares
that may be purchased upon exercise of this Warrant and deliver such new
Warrant to the Holder.
1.2.4 First Coastal covenants and agrees that it will pay when due
and payable any and all taxes which may be payable in respect of the issue
of this Warrant, or the issue of any Shares upon the exercise of this
Warrant. First Coastal shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issuance
or delivery of this Warrant or of the Shares in a name other than that of
the Holder at the time of surrender, and until the payment of such tax
First Coastal shall not be required to issue such Shares.
1.3 Exchange of Warrant. This Warrant may be split-up, combined or
exchanged for another Warrant or Warrants of like tenor to purchase a like
aggregate number of Shares. If the Holder desires to split-up, combine or
exchange this Warrant, the Holder shall make such request in writing delivered
to First Coastal at its corporate office and shall surrender this Warrant and
any other Warrants to be so split-up, combined or exchanged. First Coastal shall
then execute and deliver to the person entitled thereto a Warrant or Warrants,
as the case may be, as so requested. First Coastal shall not be required to
effect any split-up, combination or exchange which will result in the issuance
of a Warrant entitling the Holder to purchase upon exercise a fraction of a
Share. First Coastal may require the Holder to pay a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any split-up,
combination or exchange of Warrants.
1.4 Holder as Owner. Prior to due presentment for registration of transfer
of this Warrant, First Coastal may deem and treat the Holder as the absolute
owner of this Warrant (notwithstanding any notation of ownership or other
writing hereon) for the purpose of any exercise hereof and for all other
purposes, and First Coastal shall not be affected by any notice to the contrary.
1.5 Transfer and Assignment. Prior to one year from the date hereof, this
Warrant may not be sold, hypothecated, exercised, assigned or transferred,
except to individuals who are officers of the Holder or any successor to its
business or pursuant to the laws of descent and distribution, and thereafter and
until its expiration shall be assignable and transferable in accordance with and
subject to the provisions of the Securities Act of 1933 and applicable state
securities laws.
1.6 Method of Assignment. Any assignment permitted hereunder shall be made
by surrender of this Warrant to First Coastal at its principal office with the
form of assignment attached hereto duly executed and funds sufficient to pay any
transfer tax. In such event, First Coastal shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be canceled. This Warrant may be
divided or combined with other Warrants which carry the same rights upon
presentation thereof at the corporate office of First Coastal together with a
written notice signed by the Holder, specifying the names and denominations in
which such new Warrants are to be issued.
1.7 Rights of Holder. Nothing contained in this Warrant shall be construed
as conferring upon the Holder the right to vote or to consent or to receive
notice as a shareholder in respect of any meetings of shareholders for the
election of directors or any other matter, or as having any rights whatsoever as
a shareholder of First Coastal. If, however, at any time prior to the expiration
of this Warrant and prior to its exercise, any of the following shall occur:
(a) First Coastal shall take a record of the holders of its shares
of Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of current or retained earnings as
indicated by the accounting treatment of such dividend or distribution on
the books of First Coastal; or
(b) First Coastal shall offer to the holders of its Common Stock any
additional shares of capital stock of First Coastal or securities
convertible into or exchangeable for shares of capital stock of First
Coastal, or any option, right or warrant to subscribe therefor; or
(c) there shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially
all of the assets of First Coastal, or a consolidation or merger of First
Coastal with another entity; or
(d) there shall be proposed a voluntary or involuntary dissolution,
liquidation or winding up of First Coastal;
then, in any one or more of said cases, First Coastal shall cause to be mailed
to the Holder, at the
earliest practicable time (and, in any event, not less than twenty (20) days
before any record date or other date set for definitive action), written notice
of the date on which the books of First Coastal shall close or a record shall be
taken to determine the shareholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, or entitled to
vote on such reorganization, reclassification, sale, consolidation, merger,
dissolution, liquidation or winding up, as the case may be. Such notice shall
also set forth such facts as shall indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on the Exercise
Price and the kind and amount of the Shares and other securities and property
deliverable upon exercise of this Warrant. Such notice shall also specify the
date as of which the holders of the Common Stock of record shall participate in
said distribution or subscription rights or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of First
Coastal, the right to exercise this Warrant shall terminate).
Without limiting the obligation of First Coastal to provide notice to the
Holder of actions hereunder, it is agreed that failure of First Coastal to give
notice shall not invalidate such action of First Coastal.
1.8 Lost Certificates. If this Warrant is lost, stolen, mutilated or
destroyed, First Coastal shall, on such reasonable terms as to indemnity or
otherwise as it may impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination and
tenor as, and in substitution for, this Warrant, which shall thereupon become
void. Any such new Warrant shall constitute an additional contractual obligation
of First Coastal, whether or not the Warrant so lost, stolen, destroyed or
mutilated shall be at any time enforceable by anyone.
1.9 Covenants of First Coastal. First Coastal covenants and agrees as
follows:
1.9.1 At all times it shall reserve and keep available for the
exercise of this Warrant such number of authorized shares of Common Stock
as are sufficient to permit the exercise in full of this Warrant.
1.9.2 Prior to the issuance of any Shares upon exercise of this
Warrant, First Coastal shall secure the listing of such Shares upon any
securities exchange or automated quotation system upon which First
Coastal's Common Stock is listed for trading.
1.9.3 First Coastal covenants that all Shares when issued upon the
exercise of this Warrant will be validly issued, fully paid,
non-assessable and free of preemptive rights.
2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES PURCHASABLE UPON
EXERCISE
2.1 Stock Splits. If First Coastal at any time or from time to time after
the issuance date of this Warrant effects a subdivision of the outstanding
Common Stock, the Exercise Price then in effect immediately before that
subdivision shall be proportionately decreased and the number of shares
purchasable hereunder shall be proportionately increased, and conversely, if
First Coastal at any time or from time to time after the issuance date of this
Warrant combines the outstanding shares of Common Stock, the Exercise Price then
in effect immediately before the combination shall be proportionately increased
and the number of shares purchasable hereunder shall be proportionately
decreased. Any adjustment under this subsection 2.1 shall become effective at
the close of business on the date the subdivision or combination becomes
effective.
2.2 Dividends and Distributions. In the event First Coastal at any time,
or from time to time after the issuance date of this Warrant makes, or fixes a
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Exercise Price then in effect shall be
decreased as of the time of such issuance or, in the event such a record date is
fixed, as of the close of business on such record date, by multiplying the
Exercise Price then in effect by a fraction (i) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date, and
(ii) the denominator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date plus the number of shares of Common
Stock issuable in payment of such dividend or distribution; provided, however,
that if such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Exercise Price
shall be recomputed accordingly as of the close of business on such record date
and thereafter the Exercise Price shall be adjusted pursuant to this subsection
2.2 as of the time of actual payment of such dividends or distributions.
2.3 Recapitalization or Reclassification. If the Shares issuable upon the
exercise of
the Warrant are changed into the same or a different number of shares of any
class or classes of stock, whether by recapitalization, reclassification or
otherwise (other than a subdivision or combination of shares or stock dividend
or a reorganization, merger, consolidation or sale of assets, provided for
elsewhere in this Section 2), then and in any such event each Holder shall have
the right thereafter to exercise such Holder's Warrant as to the kind and amount
of stock and/or other securities and property receivable upon such
reclassification or other change, by the holder of the number of shares of
Shares as to which such Warrant might have been exercised immediately prior to
such reclassification or exchange, all subject to further adjustment as provided
herein.
2.4 Sale of First Coastal. If at any time or from time to time there is a
capital reorganization of the Common Stock (other than a recapitalization,
subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this Section 2) or a merger or consolidation of First Coastal with
or into another person, or the sale of all or substantially all of First
Coastal's properties and assets to any other person, then, as a part of such
reorganization, merger, consolidation or sale, provision shall be made so that
the Holder shall thereafter be entitled to receive upon exercise of such
Holder's Warrant, the number of shares of stock or other securities or property
of First Coastal, or of the successor entity resulting from such merger or
consolidation or sale, to which a holder of Shares deliverable upon exercise
would have been entitled on such capital reorganization, merger, consolidation,
or sale. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 2 with respect to the rights of
the Holder after the reorganization, merger, consolidation or sale to the end
that the provisions of this Section (including adjustment of the Exercise Price
then in effect and number of shares purchasable upon exercise of the Warrants)
shall be applicable after that event and be as nearly equivalent to the
provisions hereof as may be practicable.
2.5 Observance of Duties. First Coastal will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by First Coastal but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 2 and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder against dilution or
other impairment.
3. REGISTRATION UNDER THE SECURITIES ACT OF 1933.
3.1 Registration and Legends. This Warrant and the Shares issuable upon
exercise of this Warrant have not been registered under the Securities Act of
1933, as amended (the "Act"). Upon exercise, in part or in whole, of this
Warrant, the certificates representing the Shares shall bear the following
legend:
THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE "ACT") OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE
AND MAY NOT BE OFFERED AND SOLD UNLESS REGISTERED AND/OR QUALIFIED
PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR
BLUE SKY LAWS OR AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION
APPLICABLE. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE,
NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE
REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH
TRANSACTION SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR
APPROVED UNDER APPROPRIATE STATE OR BLUE SKY LAWS, OR (B) THE ISSUER SHALL
HAVE FIRST RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH
REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED.
3.2 No-Action Letter. First Coastal agrees that it shall be satisfied that
no post-effective amendment or new registration is required for the public sale
of the Shares if it shall be presented with a letter from the Staff of the
Securities and Exchange Commission (the "Commission") stating in effect that,
based upon stated facts which First Coastal shall have no reason to believe are
not true in any material respect, the Staff will not recommend any action to the
Commission if such shares are offered and sold without delivery of a prospectus,
and that, therefore, no post-effective amendment to the Registration Statement
under which such Shares are to be registered or new registration statement is
required to be filed.
3.3 Demand Registration Rights. Upon the Holder's demand, First Coastal
shall register the Shares, file a new Registration Statement, and file all
necessary undertakings with the Commission so as to permit the Holder, or any
assignee of the Holder, the right to sell publicly the Shares issued on exercise
of this Warrant on one occasion at any time within five (5) years from the date
of this Warrant. First Coastal will bear all expenses attendant to registering
the securities (subject to paragraph 3.5.5).
3.4 Piggyback Registration Rights. In the event that the Holder does not
exercise its right to demand that the Shares be registered, First Coastal agrees
to include any appropriate Shares issuable upon exercise of the Warrants in any
Registration Statement filed by First Coastal at any time within seven (7) years
from the date of this Warrant (except for any registration statements on Forms
S-4 or S-8 or similar forms).
3.5 Covenants Regarding Registration. In connection with any registration
under Section 3.3 or 3.4 hereof, First Coastal covenants and agrees as follows:
3.5.1 First Coastal will, within twenty (20) days after written
request from the Holder, take all steps necessary to effectuate
preparation and filing with the Commission of the registration statement
as required by and in compliance with the Act.
3.5.2 First Coastal shall keep such registration statement effective
for the lesser of (a) one hundred twenty (120) days, or (b) the period of
time in which the Holder has effected the distribution of the Holder's
Shares. During such period First Coastal shall prepare and file with the
Commission such amendments and supplements to such registration statement
and the prospectus used in connection with such registration statement as
may be necessary to comply with the provisions of the Act with respect to
the disposition of all securities covered by such registration statement.
3.5.3 First Coastal shall notify the Holder at any time when a
prospectus relating to the Shares is required to be delivered under the
Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing.
3.5.4 First Coastal shall furnish to the Holder such numbers of
copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Act, and such other documents as the Holder
may reasonably request in order to facilitate the disposition of the
Shares owned by the Holder.
3.5.5 First Coastal shall pay all costs, fees, and expenses in
connection with new registration statements under Section 3.3 and Section
3.4 hereof including, without limitation, First Coastal's legal and
accounting fees, printing expenses and blue sky fees and expenses, except
that First Coastal shall not pay for any of the following costs and
expenses: (a) underwriting discounts and commissions allocable to the
Shares, (b) state transfer taxes, (c) brokerage commissions, and (d) fees
and expenses of counsel and accountants for the Holder.
3.5.6 First Coastal will take all necessary action which may be
required to qualify or register the Shares included in any registration
statement or post-effective amendment or new registration statement for
offering and sale under the securities or blue sky laws of such states as
are reasonably requested by the Holder, provided that First Coastal shall
not be obligated to execute or file any general consent to service of
process or to qualify as a foreign corporation to do business under the
laws of any such jurisdiction.
3.5.7 The Holder shall be entitled to pay the Exercise Price for the
Shares purchasable upon the exercise of this Warrant out of the proceeds
of any sale of the Shares purchasable upon its exercise.
3.6 Indemnity.
3.6.1 First Coastal shall indemnify and hold harmless each person
registering securities pursuant to this Section 3 (the "Seller") and each
underwriter, within the meaning of the Act, who may purchase from or sell
for any Seller any of the Shares from and against any and all losses,
claims, damages, and liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in any registration
statement or any supplemented prospectus under the Act included therein
required to be filed or furnished by reason of this Section 3, or caused
by any omission or alleged omission to state therein or necessary to make
the statements therein not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any untrue statement or
alleged untrue statement or omission or alleged omission based upon
information furnished or required to be furnished in writing to First
Coastal by such Seller or underwriter within the meaning of such Act;
provided, however, that the indemnity agreement set forth in this Section
3.6 with respect to any prospectus which shall be subsequently amended
prior to the written confirmation of sale of any Shares shall not inure to
the benefit of any Seller or underwriter from whom the person asserting
any such losses, claims, damages or liabilities purchased such Shares
which are the subject thereof (or to the benefit of any person controlling
such Seller or underwriter), if such Seller or underwriter failed to send
or give a copy of the prospectus as amended to such person at or prior to
the written confirmation of the sale of such Shares and if such amended
prospectus did not contain any untrue statement or alleged untrue
statement or omission or alleged omission giving rise to such cause,
claim, damage, or liability.
3.6.2 Each Seller which avails itself of the procedures under this
Section 3 shall indemnify and secure the agreement of any underwriter
which the Seller employs to indemnify First Coastal, its directors, each
officer signing the related post-effective amendment or registration
statement and each person, if any, who controls First Coastal, within the
meaning of the Act from and against any losses, claims, damages, and
liabilities caused by any untrue statement or alleged untrue statement of
a material fact contained in any post-effective amendment or registration
statement or any prospectus required to be filed or furnished by reason of
this Section 3 or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, insofar as such losses, claims,
damages, or liabilities are caused by any untrue statement or alleged
untrue statement or omission or alleged omission based upon information
furnished in writing to First Coastal by any such Seller or underwriter
expressly for use therein.
3.7 Survival of Obligations. The agreements in this Section 3 shall
continue in effect regardless of the exercise and surrender of this Warrant.
4. OTHER MATTERS.
4.1 Payment of Taxes. First Coastal will from time to time promptly pay,
subject to the provisions of paragraph 1.2.4 hereof, all taxes and charges that
may be imposed upon First Coastal in respect of the issuance or delivery of this
Warrant or the Shares purchasable upon the exercise of this Warrant.
4.2 Binding Effect. All the covenants and provisions of this Warrant by or
for the benefit of First Coastal shall bind and inure to the benefit of its
successors and assigns hereunder.
4.3 Notices. Notices or demands pursuant to this Warrant to be given or
made by the Holder to or on First Coastal shall be sufficiently given or made if
sent by certified or registered mail, return receipt requested, postage prepaid,
or facsimilie and addressed, until another address is designated in writing by
First Coastal, as follows:
First Coastal Bancshares
275 Main Street
El Segundo, CA 90245
Notices to the Holder provided for in this Warrant shall be deemed given or made
by First Coastal if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at his last known
address as it shall appear on the books of First Coastal.
4.4 Governing Law. The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of California.
4.5 Parties Bound and Benefitted. Nothing in this Warrant expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than First Coastal and the Holder any right, remedy or claim under promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Warrant shall be for the sole and exclusive benefit
of First Coastal and its successors and of the Holder, its successors and, if
permitted, its assignees.
4.6 Headings. The Section headings herein are for convenience only and are
not part of this Warrant and shall not affect the interpretation thereof.
IN WITNESS WHEREOF, this Warrant has been duly executed by First Coastal
under its corporate seal as of the [___] day of January [__], 1999.
FIRST COASTAL BANCSHARES
By:
-------------------------------------
Don M. Griffith
Chairman, President and
Chief Executive Officer
FIRST COASTAL BANCSHARES
Assignment of Warrant
FOR VALUE RECEIVED, the Holder named below hereby sells, assigns and
transfers unto ____________________________________________ the within Warrant
and the rights represented thereby, and does hereby irrevocably constitute and
appoint _______________________________ Attorney, to transfer said Warrant on
the books of First Coastal Bancshares, with full power of substitution.
Dated: _____________________
Signed:
---------------------------------
Signature guaranteed:
-----------------------------------
Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)
Copyright © 2009 Fran Finnegan & Company. All Rights Reserved.
About – Privacy – Redactions – Help —
Sun, 5 Jul 03:16:17.1 GMT 