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EXHIBIT 4.6
SUPPLEMENTAL
WARRANT AGREEMENT
THIS SUPPLEMENTAL WARRANT AGREEMENT (the "Supplemental Agreement") is
made and entered into as of the __ day of February, 1999, by and between
PawnMart, Inc., a Delaware corporation ("Company"), and Continental Stock
Transfer & Trust Company, a New York corporation, as warrant agent ("Warrant
Agent").
WHEREAS, the Company and the Warrant Agent entered into that certain
Warrant Agreement dated as of March 20, 1998 ("the "Warrant Agreement'), in
connection the sale by the Company of 1,380,000 Series A Redeemable Common Stock
Purchase Warrants ("Series A Warrants") and 1,380,000 Series B Redeemable Common
Stock Purchase Warrants ("Series B Warrants") pursuant to a Registration
Statement on Form SB-2, File Number 333-38597, filed with the Securities and
Exchange Commission; and
WHEREAS, the Company has registered an additional 600,000 Series A
Warrants (the "Additional Series A Warrants") that may be issued as additional
compensation to participating broker dealers in connection with the Company's
offering of 12% Subordinated Notes Due 2004 (the "Note Offering") pursuant to a
Registration Statement on Form S-1 (the "Prospectus"), File Number 333-70635,
filed with the Securities and Exchange Commission; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, registration of transfer, exchange and exercise of the
Additional Series A Warrants;
WHEREAS, nothing contained in this Supplemental Agreement shall affect
the rights of the holders the Warrants (as defined in the "Warrant Agreement");
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
1. The Company hereby appoints the Warrant Agent to act as agent
for the Company for the Additional Series A Warrants in
accordance with the instructions set forth in this
Supplemental Agreement, and the Warrant Agent hereby accepts
such appointment.
2. The Company and the Warrant Agent hereby agree that all
representations, warranties, provisions, conditions, covenants
and other terms in the Warrant Agreement pertaining to the
Series A Warrants are hereby incorporated by reference as if
verbatim set forth herein and shall have the same force and
effect as if the Additional Series A Warrants were included as
part of the Series A Warrants in the Warrant Agreement.
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3. The Warrant Agreement shall remain in full force and effect is
no provision of the Warrant Agreement is amended hereby and
the rights of the holders of the Warrants are not in any way
affected by this Supplemental Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
PAWNMART, INC.
By:
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Its:
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ATTEST:
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CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By:
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Its:
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ATTEST:
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