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EXHIBIT 99.4
NO. PS-001 VOID AFTER AUGUST 31, 2004
312,500 WARRANTS
PURCHASER WARRANT AGREEMENT
Common Stock Purchase Warrant
of PawnMart, Inc.
RECITALS
WHEREAS, the holder hereof (the "Registered Holder") is the holder of
certain Warrant(s) to initially purchase 312,500 shares of Common Stock of
PawnMart, Inc., a Delaware corporation (the "Company"); and
WHEREAS, the Company, proposes to offer and sell a maximum of: (a)
416,667 shares of 8% Convertible Preferred Stock, par value $6.00 per share, at
a purchase price of $6.00 per share (the "Preferred Stock"), for an aggregate
purchase price of $2,500,000 and (b) 312,500 Common Stock Purchase Warrants (the
"Warrants") for an aggregate purchase price of $312, pursuant to a purchase
agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
The Registered Holder is the owner of 312,500 Warrants. Each Warrant
initially entitles the Registered Holder to purchase, subject to the terms and
conditions set forth herein, one fully paid and nonassessable share of Common
Stock, $.01 par value the Company, at any time between date hereof and the
Expiration Date (as hereinafter defined) upon the presentation and surrender of
this Warrant Certificate with the Election to Purchase on the reverse hereof
duly executed, at the corporate office of the Company, accompanied by payment of
$5.00, subject to adjustment (the "Exercise Price"), in lawful money of the
United States of America in cash or by check made payable to the Company.
The term "Expiration Date" shall mean 5:00 p.m. (New York time) on
August 31, 2004. If such date shall in the State of New York be a holiday or a
day on which the banks are authorized to close, then the Expiration Date shall
mean 5:00 p.m. (New York time) the next following day which in the State of New
York is not a holiday or a day on which banks are authorized to close.
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1. Exercise of Warrants. Each registered holder of Warrants shall have the
right, which right may be exercised as set forth herein, to purchase from the
Company, and the Company shall issue and sell to such registered holder of
Warrants, the number of fully paid and nonassessable shares of Common Stock
specified herein, upon surrender to the Company, with the form of election to
purchase duly completed and signed, and upon payment to the Company of the
Exercise Price for the number of shares of Common Stock in respect of which such
Warrants are then exercised. Payment of such Exercise Price may be made in cash
or by certified check, bank draft, or postal or express money order, payable in
United States dollars, to the order of the Company. Upon such surrender of
Warrants and payment of the Exercise Price as aforesaid, the Company shall issue
and cause to be delivered with all reasonable dispatch to or upon the written
order of the registered holder of such Warrants and in such name or names as
such registered holder may designate, a certificate or certificates for the
number of full shares of Common Stock so purchased upon the exercise of such
Warrants. Such 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
record of such Common Stock, as of the date of surrender of such Warrants and
payment of the Exercise Price, as aforesaid; provided, however, that if, at the
date of surrender of such Warrants and the payment of such Exercise Price, the
transfer books for the Common Stock purchasable upon the exercise of such
Warrants shall be closed, the certificates for the Common Stock in respect of
which such Warrants are then exercised shall be issuable as of the date on which
such books shall next be opened, and until such date the Company shall be under
no duty to deliver any certificate for such shares; provided further, however,
that the transfer books aforesaid, unless otherwise required by law, shall not
be closed at any one time for a period longer than 20 days. The right of
purchase represented by the Warrants shall be exercisable, at the election of
the registered holders thereof, either as an entirety or, from time to time, for
only part of the Common Stock specified therein, and in the event that any
Warrant is exercised in respect of less than all of the Common Stock specified
therein at any time prior to the date of expiration of the Warrants, a new
Warrant or Warrants will be issued for the remaining number of Common Stock
specified in the Warrant so surrendered.
Notwithstanding anything contained herein to the contrary, no Warrant
may be exercised if the issuance of Common Stock in connection therewith would
constitute a violation of the registration provisions of federal or state
securities laws.
Upon 30 days prior written notice to the holder of the Warrants, the
Company shall have the right to reduce the exercise price and/or extend the term
of the Warrants in compliance with the requirements of Rule 13e-4 to the extent
applicable.
The "Exercise Price" of the Warrants shall mean $5.00, as specified
herein until the occurrence of a recapitalization or reclassification that,
pursuant to the provisions hereof, shall require an increase or decrease in the
exercise price of the Warrants, and thereafter shall mean said price as adjusted
from time to time in accordance with the provisions hereof. No such adjustment
shall be made unless such adjustment would change the then purchase price per
share by ten cents ($.10) or more; provided, however, that all adjustments not
so made shall be deferred and made when the aggregate thereof would change the
then purchase price per share by ten cents ($.10) or more. No adjustment made
pursuant to any provision hereof shall have the effect of increasing the total
consideration payable upon exercise of any of the Warrants.
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2. Adjustments in Certain Cases. In case the Company shall at any time prior to
the exercise or termination of any of the Warrants effect a recapitalization or
reclassification of such character that its Common Stock shall be changed into
or become exchangeable for a larger or smaller number of shares, then, upon the
effective date thereof, the number of shares of Common Stock that the holders of
the Warrants shall be entitled to purchase upon exercise thereof shall be
increased or decreased, as the case may be, in direct proportion to the increase
or decrease in such number of shares of Common Stock by reason of such
recapitalization or reclassification, and the purchase price per share of such
recapitalize or reclassified Common Stock shall, in the case of an increase in
the number of shares, be proportionately decreased and, in the case of a
decrease in the number of shares, be proportionately increased.
In case the Company shall at any time prior to the exercise or
termination of any of the Warrants distribute to holders of its Common Stock
cash, evidences of indebtedness, or other securities or assets, other than as
dividends or distributions payable out of current or accumulated earnings, then,
in any such case, the holders of the Warrants shall be entitled to receive, upon
exercise thereof, with respect to each share of Common Stock issuable upon such
exercise, the amount of cash or evidences of indebtedness or other securities or
assets that such holder would have been entitled to receive with respect to the
Common Stock as a result of the happening of such event, had the Warrants been
exercised immediately prior to the record date or other date fixing shareholders
to be affected by such event (without giving effect to any restriction upon such
exercise).
In case the Company shall at any time prior to the exercise or
termination of any of the Warrants consolidate or merge with any other
corporation or transfer all or substantially all of its assets to any other
corporation preparatory to a dissolution, then the Company shall, as a condition
precedent to such transaction, cause effective provision to be made so that the
holders of the Warrants, upon the exercise thereof after the effective date of
such transaction, shall be entitled to receive the kind and amount of shares,
evidences of indebtedness, and/or other property receivable on such transaction
by a holder of the number of shares of Common Stock as to which the Warrants
were exercisable immediately prior to such transaction (without giving effect to
any restriction upon such exercise); and, in any such case, appropriate
provision shall be made with respect to the rights and interests of the holders
thereof to the effect that the provisions of the Warrants shall thereafter be
applicable (as nearly as may be practicable) with respect to any shares,
evidences of indebtedness, or other securities or assets thereafter deliverable
upon exercise of the Warrants.
Whenever the number of shares of Common Stock or other types of
securities or assets purchasable upon exercise of any of the Warrants shall be
adjusted as provided herein, the Company shall forthwith obtain and file with
its corporate records a certificate or letter from a firm of independent public
accountants of recognized standing setting forth the computation and the
adjusted number of shares of Common Stock or other securities or assets
purchasable hereunder resulting from such adjustments, and a copy of such
certificate or letter shall be mailed to each of the registered holders of the
Warrants. Any such certificate or letter shall be conclusive evidence as to the
correctness of the adjustment or adjustments referred to therein and shall be
available for inspection by the holders of the Warrants on any day during normal
business hours.
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In the event that at any time as a result of an adjustment made
pursuant hereto the holders of the Warrants shall become entitled to purchase
upon exercise thereof shares, evidences of indebtedness, or other securities or
assets (other than Common Stock), then, wherever appropriate, all references
herein to Common Stock shall be deemed to refer to and include such shares,
evidences of indebtedness, or other securities or assets, and thereafter the
number of such shares, evidences of indebtedness, or other securities or assets
shall be subject to adjustment from time to time in a manner and upon terms as
nearly equivalent as practicable to the provisions hereof.
3. Mutilated or Missing Warrants. In case any of the Warrants shall be
mutilated, lost, stolen or destroyed, the Company may countersign and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant or
in lieu of and substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor 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 Warrants and indemnity, if requested, also satisfactory to
them. Applicants for such substitute Warrants shall also comply with such other
reasonable regulations and pay such other reasonable charges as the Company may
prescribe.
4. Reservation of Common Stock. Prior to the issuance of any Warrants, there
shall have been reserved, and the Company shall at all times keep reserved out
of the authorized and unissued Common Stock, a number of shares of Common Stock
sufficient to provide for the exercise of the rights of purchase represented by
the Warrants, and the transfer agent for the Common Stock and every subsequent
transfer agent for any of the Company's Common Stock issuable upon the exercise
of any of the rights of purchase aforesaid are hereby irrevocably authorized and
directed at all times to reserve such number of authorized and unissued Common
Stock as shall be requisite for such purpose. The Company agrees that all Common
Stock issued upon exercise of the Warrants shall be, at the time of delivery of
the certificates representing such Common Stock, validly issued and outstanding,
fully paid and nonassessable. The Company will supply the transfer agent with
duly executed stock certificates for such purpose. All Warrants surrendered in
the exercise of the rights thereby evidenced shall be canceled and such canceled
Warrants shall constitute sufficient evidence of the number of shares of Common
Stock that have been issued upon the exercise of such Warrants. All Warrants
surrendered for transfer, exchange or partial exercise shall be canceled by the
Company.
5. No Rights as Stockholder. Prior to the exercise of any Warrant represented
hereby, the Registered Holder shall not be entitled to any rights of a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends or other distributions, and shall not be entitled to
receive any notice of any proceedings of the Company.
Prior to due presentment for registration of transfer hereof, the
Company may deem and treat the Registered Holder as the absolute owner hereof
and of each Warrant represented hereby (notwithstanding any notations of
ownership or writing hereon made by anyone other than a duly authorized officer
of the Company) for all purposes and shall not be affected by any notice to the
contrary, except as provided herein.
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6. Requested and Incidental Registration. The Company hereby grants the
Registered Holder registration rights as set forth in the Registration Rights
Agreement between the Company and the Registered Holder dated September 1, 1999.
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
conflicts of laws principles thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile by two of its officers hereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.
Dated as of: September 1, 1999
PAWNMART, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
COUNTERSIGNED:
XXXXX X. XXXXXXXX, Trustee
TRUST C OF THE XXXXXXXXX X. XXXXXXXX
FAMILY TRUST DATED 10/14/1994
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Trustee
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ELECTION TO PURCHASE
(To be signed only upon exercise of Warrant)
TO: PawnMart, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000
The undersigned, the Holder of Warrant Certificate Number ____ (the
"Warrant"), representing ______________ Common Stock Purchase Warrants of
PawnMart, Inc. (the "Company"), which Warrant Certificate is being delivered
herewith, hereby irrevocably elects to exercise the purchase right provided by
the Warrant Certificate for, and to purchase thereunder, _____________ shares of
Common Stock of the Company, and herewith makes payment of $____________
therefor, and requests that the certificates for such securities be issued in
the name of, and delivered to, ___________________________ whose address is_____
_______________, all in accordance with the Warrant Certificate.
Dated:
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(Signature must conform in all
respects to name of Holder as
specified on the face of the
Warrant Certificate)
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(Address)
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(FORM OF ASSIGNMENT)
(To be exercised by the registered holder if such
holder desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto_______________________________________
(Print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _____________________________
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, and full power of substitution.
Dated: Signature:
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(Signature must conform in all
respects to name of holder as
specified on the fact of the
Warrant Certificate)
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(Insert Social Security or
Other Identifying Number of
Assignee)
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