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THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE,
TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A
REGISTRATION UNDER SAID ACT OR (ii) IF AN EXEMPTION FROM REGISTRATION UNDER
SAID ACT IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO
THAT EFFECT REASONABLY SATISFACTORY TO IT.
FINET HOLDINGS CORPORATION
COMMON STOCK PURCHASE WARRANT
This Warrant Expires October 31, 2002
Warrant No. 97-xx Shares:xx
THIS CERTIFIES that, subject to the terms and conditions herein set
forth, xx (the "Holder") is entitled to purchase from Finet Holdings
Corporation, a Delaware corporation (the "Company"), at any time or from
time to time during the Exercise Period (as hereinafter defined) the number
of fully paid and non-assessable shares of Common Stock of the Company (the
"Shares") as provided herein upon surrender hereof at the principal office
of the Company, and, at the election of the holder hereof, upon payment of
the purchase price at said office in cash or by cashier's check or by the
wire transfer of funds in a dollar amount equal to the purchase price of
the Shares for which the consideration is being given.
This Warrant shall be exercisable for that number of Shares as set
forth above.
1. Purchase Price. Subject to adjustment as hereinafter provided, the
purchase price of one share of Common Stock (or such securities as may be
substituted for one share of Common Stock pursuant to the provisions
hereinafter set forth) (the "Warrant Price") shall be Five Dollars ($5).
2. Adjustment of Warrant Price and Number of Shares. In addition to
the adjustment provided for in Section 1 above, the number and kind of
securities issuable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events as
follows:
(a) Adjustment for Dividends in Stock. In case at any time or from
time to time on or after the date hereof the holders of the Common Stock of
the Company (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received, or, on
or after the record date fixed for the determination of eligible
stockholders, shall have become entitled to receive, without payment
therefor, other or additional stock of the Company by way of dividend
(other than as provided for in Paragraph 2(b) below), then and in each such
case, the holder of this Warrant shall, upon the exercise hereof, be
entitled to receive, in addition to the number of shares of Common Stock
receivable thereupon, and without payment of any additional consideration
therefor, the amount of such other or additional stock of the Company which
such holder would hold on the date of such exercise had it been the holder
of record of such Common Stock on the date hereof and had thereafter,
during the period from the date hereof to and including the date of such
exercise, retained such shares and/or all other additional stock receivable
by it as aforesaid during such period, given effect to all adjustments
called for during such period by this Paragraph 2.
(b) Adjustment for Changes in Common Stock. In the event of
changes in the outstanding Common Stock of the Company by reason of split-
ups, recapitalizations, reclassifications, mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations,
liquidations, or the like, the number and class of shares available under
the
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Warrant in the aggregate and the Warrant Price shall be correspondingly
adjusted by the Board of Directors of the Company. The adjustment shall be
such as will give the holder of the Warrant on exercise for the same
aggregate Warrant Price the total number, class, and kind of shares as he
would have owned had the Warrant been exercised prior to the event and had
he continued to hold such shares until after the event requiring
adjustment.
3. No Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any subscription hereunder. In lieu of any
fractional shares which would otherwise be issuable, the Company shall pay
cash equal to the product of such fraction multiplied by the fair market
value of one share of Common Stock on the date of exercise, as determined
by the fair market value of one share of the Company's Common Stock on the
date of exercise as determined in good faith by the Company's Board of
Directors.
4. No Stockholder Rights. This Warrant shall not entitle its holder
to any of the rights of a stockholder of the Company prior to exercise
thereof.
5. Reservation of Stock. The Company covenants that during the period
this Warrant is exercisable, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the
issuance of Common Stock upon the exercise of this Warrant. The Company
agrees that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates
to execute and issue the necessary certificates for shares of Common Stock
upon the exercise of this Warrant.
6. Exercise of Warrant. This Warrant may be exercised by the
registered holder or its registered assigns, in whole or in part, by the
surrender of this Warrant at the principal office of the Company, together
with the form of subscription hereof duly executed, accompanied by payment
in full of the amount of the Warrant Price in the form described in this
Warrant. Upon partial exercise hereof, a new warrant or warrants
containing the same date and provisions as this Warrant shall be issued by
the Company to the registered holder for the number of shares of Common
Stock with respect to which this Warrant shall not have been exercised. A
Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as provided
above, and the person entitled to receive the shares of Common Stock
issuable upon such exercise shall be treated for all purposes as the holder
of such shares of record as of the close of business on such date. As
promptly as practicable on or after such date, the Company shall issue and
deliver to the person or persons entitled to receive the same, a
certificate or certificates for the number of full shares of Common Stock
issuable upon such exercise, together with cash in lieu of any fraction of
a share as provided above.
7. Certificate of Adjustment. Whenever the Warrant Price is adjusted
as herein provided, the Company shall promptly deliver to the record holder
of this Warrant a certificate of an officer of the Company setting forth
the relevant Warrant Price or number of shares after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.
8. Compliance With Securities Act. The holder of this Warrant, by
acceptance hereof, agrees that this Warrant and the shares of Common Stock
to be issued upon exercise hereof (or shares of any security into which
such Common Stock may be converted) are being acquired for investment and
that the holder will not offer, sell, or otherwise dispose of this Warrant
and any shares of Common Stock to be issued upon exercise hereof (or shares
of any security into which such Common Stock may be converted) except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Act"). Upon exercise of this Warrant, the holder
hereof shall, if requested by the Company, confirm in writing its
investment purpose and acceptance of the restrictions on transfer of the
shares of Common Stock.
9. Subdivision of Warrant. At the request of the holder of this
Warrant in connection with a transfer or exercise of a portion of the
Warrant, upon surrender of such Warrant for such purpose to the Company,
the Company at its expense (except for any transfer tax payable) will issue
and exchange therefor warrants of like tenor and date representing in the
aggregate the right to purchase such number of shares of such Common Stock
as shall be designated by such holder at
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the time of such surrender; provided, however, that the Company's
obligations to subdivide securities under this section shall be subject to
and conditioned upon the compliance of any such subdivision with applicable
state securities laws and with the Act.
10. Notices of Record Date. In case:
(a) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time receivable upon the
exercise of the Warrant) for the purpose of entitling them to receive any
dividend or other distribution, or any rights to subscribe for or purchase
any shares of stock of any class or any other securities, or to receive any
other right, or
(b) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance
of all or substantially all of the assets of the Company to another
corporation, or
(c) of any voluntary dissolution, liquidation or winding-up of the
Company,
then, and in each such case, the Company will mail or cause to be mailed to
each holder of a Warrant at the time outstanding a notice specifying, as
the case may be, (i) the date on which a record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (ii) the date on
which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place, and
the time, if any is to be fixed, as of which the holders of record of
Common Stock or such other stock or securities at the time receivable upon
the exercise of the Warrant shall be entitled to exchange their shares of
Common Stock (or such other stock or securities) for securities or other
property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up.
Such notice shall be mailed at least 30 days prior to the date therein
specified.
11. Loss, Theft, Destruction, or Mutilation of Warrant. Upon receipt
by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction, or mutilation of this Warrant, and in case of loss,
theft, or destruction, of indemnity or security reasonably satisfactory to
it, and upon reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will make and deliver a new Warrant of like tenor
and dates as of such cancellation, in lieu of this Warrant.
12. Miscellaneous. This Warrant shall be governed by the laws of the
State of California. The headings in this Warrant are for purposes of
convenience and reference only, and shall not be deemed to constitute a
part hereof. Neither this Warrant nor any term hereof may be changed,
waived, discharged, or terminated orally but only by an instrument in
writing signed by the Company and the registered holder hereof. All
notices and other communications from the Company to the holder of this
Warrant shall be by telecopy or expedited courier service to the address
furnished to the Company in writing by the last holder of this Warrant who
shall have furnished an address to the Company in writing.
13. Exercise Period. The Exercise Period shall mean the period
commencing on October 31, 1997 and ending on October 31, 2002.
ISSUED this October ___, 1997.
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FINET HOLDINGS CORPORATION
By_________________________
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FORM OF ASSIGNMENT
FINET HOLDINGS CORPORATION
FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns, and transfers unto the Assignee named below all of
the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock set forth below.
Name of Assignee Address Number of Shares
and does hereby irrevocably constitute and appoint
________________________________ Attorney to make such transfer on the
books of FINET HOLDINGS CORPORATION maintained for the purpose, with full
power of substitution in the premises.
Dated:______________________
__________________________________
Name of Warrant Holder
Signature: ______________________
Witness:______________________
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SUBSCRIPTION FORM
FINET HOLDINGS CORPORATION
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases ________________ of the number of shares of
Common Stock of FINET HOLDINGS CORPORATION purchasable with this Warrant,
and herewith makes payment therefor, all at the price and on the terms and
conditions specified in this Warrant.
Dated:_____________________
________________________________
(Signature of Registered Owner)
________________________________
(Street Address)
________________________________
(City) (State) (Zip Code)
