1
EXHIBIT 4.10
FIRST AMENDMENT
TO WARRANT AGREEMENT
This First Amendment to Warrant Agreement is executed as of this 18th
day of July, 1996 by Search Capital Group, Inc., a Delaware corporation (the
"Company"), and American Securities Transfer, Inc., as Warrant Agent (the
"Warrant Agent").
R E C I T A L S:
WHEREAS, the Company and the Warrant Agent entered into that certain
Warrant Agreement dated as of March 27, 1996 (the "Warrant Agreement") relating
to the issuance of Warrant Certificates to purchase up to 5,676,178 shares of
Common Stock of the Company; and
WHEREAS, the Company and the Warrant Agent desire to amend the Warrant
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. The second recital in the Warrant Agreement shall be revised
in its entirety to read as follows:
"WHEREAS, the Company proposes to issue and deliver additional
Warrant Certificates evidencing Warrants to purchase up to 5,000,000
additional shares, subject to adjustment, of its Common Stock;"
2. The third recital of the Warrant Agreement shall be amended in
its entirety to read as follows:
"WHEREAS, the aggregate number of shares, subject to
adjustment, to be purchased pursuant to this Warrant Agreement shall
be up to 10,000,000 shares of Common Stock."
3. The following sentence shall be added to the end of Section
9.2 of the Warrant Agreement:
"This Section 9.2 shall not apply to any shares of Common
Stock that may be issued upon the exercise of any conversion or
purchase rights under any options, warrants, rights to purchase or
convertible securities if, at the time of the issuance of such
options, warrants, rights to purchase or convertible securities, the
exercise or
2
conversion price per share thereof was equal to or in excess of the
fair market value of a share of Common Stock."
4. The Warrant Agreement, as amended hereby, shall continue in
full force and effect.
EXECUTED as of the date first above written.
SEARCH CAPITAL GROUP, INC.
By: /s/ XXX X. XXXXXX
-----------------------------------
Name: Xxx X. Xxxxxx
---------------------------------
Title: Secretary
--------------------------------
AMERICAN SECURITIES TRANSFER, INC., as
Warrant Agent
By: /s/ XXXX BORRIOS, JR.
-----------------------------------
Name: Xxxx Borrios, Jr.
---------------------------------
Title: Vice President
--------------------------------
CONSENT TO FIRST AMENDMENT
The undersigned, being the sole holder of all of the outstanding
Warrants issued pursuant to the Warrant Agreement, does hereby consent to the
amendments effected by the foregoing First Amendment.
Dated 7/18/96
HALL PHOENIX/INWOOD, LTD.
By: /s/ XXXXX XXXXX
-----------------------------------
Name: Xxxxx Xxxxx
---------------------------------
Title: Senior Vice President
--------------------------------
-2-
