Exhibit
10.4
THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD
EXCEPT IN A TRANSACTION REGISTERED UNDER SUCH ACT OR PURSUANT
TO
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT.
PLACEMENT AGENT’S WARRANT
CERTIFICATE
PanAmerican Bancorp
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No. WB-__
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______ Placement Agent‘s
Warrants
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___________, 2005
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This Warrant
Certificate certifies that ______________, (the Placement Agent) or
registered assigns, is the registered holder of __________
Warrants. Each Warrant entitles the owner thereof to
purchase at any time on or prior to the Expiration Date, one (1)
fully paid and nonassessable share of Common Stock, par value $0.01
per share (the “Common Stock”) of PanAmerican Bancorp,
a Delaware corporation (together with its successors and assigns,
the “Company”), at a Purchase Price equal to $4.00 per
share upon presentation and surrender of this Warrant Certificate
with a form of election to purchase duly executed and delivery to
the Company of the payment of the Purchase Price in the manner set
forth in the Warrant Agreement.
The Placement
Agent’s Warrants are issued pursuant to the Warrant Agreement
(as it may from time to time be amended or supplemented, the
“Warrant Agreement”), dated as of ________, 2005, among
the Company and the Placement Agent, and are subject to all of the
terms, provisions and conditions thereof, which Warrant Agreement
is hereby incorporated herein by reference and made a part hereof
and to which Warrant Agreement reference is hereby made for a full
description of the rights, obligations, duties and immunities of
the Company and the holders of the Warrant Certificates.
Capitalized terms used, but not defined, herein have the respective
meanings ascribed to them in the Warrant Agreement.
Except as otherwise set
forth in, and subject to, the Warrant Agreement, the Expiration
Date of this Warrant Certificate is 5:00 PM Eastern Standard Time
(EST), on ___________, 2010.
This Warrant
Certificate shall be exercisable, at the election of the holder,
either as an entirety or, subject to the conditions set forth in
the Warrant Agreement, in part from time to time on any Business
Day (but not, in the case of any exercise in part, as to a
fractional Warrant). If this Warrant Certificate shall be
exercised in part, the holder shall be entitled to receive, upon
surrender hereof, another Warrant Certificate or Warrant
Certificates for the number of Warrants not exercised. This
Warrant Certificate, with or without other Warrant Certificates,
upon surrender in the manner set forth in the Warrant Agreement,
may be exchanged for another Warrant Certificate or Warrant
Certificates of like tenor evidencing Placement Agent’s
Warrants entitling the holder to purchase a like aggregate number
of shares of Common Stock as the Placement Agent’s Warrants
evidenced by the Warrant Certificate or Warrant Certificates
surrendered shall have entitled such holder to purchase.
Except as expressly set
forth in the Warrant Agreement, no holder of this Warrant
Certificate shall have any right as a stockholder of the Company
prior to the exercise of the Warrants represented by such Warrant
Certificate and payment of the Purchase Price therefor.
Notwithstanding the foregoing, the holders of the
Underwriter’s Warrants shall have the rights set
forth the Warrant
Agreement in respect of the payment of certain Dividends by the
Company. Prior to the exercise of the Placement Agent’s
Warrants evidenced hereby, the holder of this Warrant Certificate
shall not have any obligation or any liability as a stockholder of
the Company, whether such obligation or liabilities are asserted by
the Company or by creditors of the Company, but shall have the
obligations set forth in the Warrant Agreement.
The holder of this
Warrant Certificate shall have the put rights with respect to this
Warrant Certificate and Units received upon exercise of this
Warrant Certificate, the Warrant Agreement.
THIS WARRANT
CERTIFICATE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE COMPANY AND THE HOLDER HEREOF SHALL BE GOVERNED
BY, THE INTERNAL LAWS OF THE STATE OF FLORIDA.
WITNESS
the signature of a
proper officer of the Company as of the date first above
written.
PanAmerican
Bancorp
By:
Name:
Michael E. Golden
Title:
President & CEO
[FORM OF
ASSIGNMENT]
(To be executed by the registered holder
if such holder desires to transfer the Warrant
Certificate)
FOR VALUE
RECEIVED ,
____________________________________ hereby sells, assigns and
transfers unto
(Please print name and
address of transferee.)
the accompanying Warrant
Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint:
attorney, to transfer
the accompanying Warrant Certificate on the books of the Company
with full power of substitution.
Dated:
____________________________
[HOLDER]
By:
NOTICE
The signature to the
foregoing Assignment must correspond to the name as written upon
the face of the accompanying Warrant Certificate or any prior
assignment thereof in every particular, without alteration or
enlargement or any change whatsoever.
[FORM OF ELECTION TO
PURCHASE]
(To be executed by the registered holder if
such holder desires to exercise the Warrant
Certificate)
To PanAmerican
Bancorp
The undersigned hereby
irrevocably elects to exercise _____________________
Underwriter’s Warrants represented by the accompanying
Warrant Certificate to purchase the shares of Common Stock issuable
upon the exercise of such Warrants and requests that certificates
for such shares be issued in the name of:
(Please print name and
address.)
Please insert social
security or other identifying number)
If such number of
Underwriter’s Warrants shall not be all the
Underwriter’s Warrants evidenced by the accompanying Warrant
Certificate, a new Warrant Certificate for the balance remaining of
such Underwriter’s Warrants shall be registered in the name
of and delivered to:
(Please print name and
address.)
Please insert social
security or other identifying number)
The undersigned is
paying the Purchase Price for the shares of Common Stock to be
issued on exercise of the foregoing Underwriter’s Warrants
pursuant to Section 2 of the Warrant Agreement;
Dated:
______________
[HOLDER]
By:
NOTICE
The signature to the
foregoing Election to Purchase must correspond to the name as
written upon the face of the accompanying Warrant Certificate or
any prior assignment thereof in every particular, without
alteration or enlargement or any change whatsoever.
PANAMERICAN BANCORP
a Delaware corporation
WARRANT AGREEMENT
THIS CERTIFIES THAT, for value received,
_____________ (hereinafter, the “Holder”), is entitled,
upon the terms and subject to the conditions hereinafter set forth,
to purchase from PANAMERICAN BANCORP a Delaware corporation (the
Company”), that number of fully paid and nonassessable shares
of the common stock of the Company.
Terms and Conditions of
Warrant
1.
Number of Shares; Exercise Price; Term .
(a) &n
