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THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED OR SOLD
AS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
UNDER THE ACT IS AVAILABLE.
Void after 5:00 P.M., Atlanta Time, on April __, 2002
(the "Termination Date")
Warrant to Purchase Shares.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
TO BE ISSUED BY
CREDIT DEPOT CORPORATION
This is to Certify That, FOR VALUE RECEIVED, Taglich Brothers,
X'Xxxxxx, Xxxxxx & Company (the "Holder"), is entitled to purchase, subject to
the provisions of this Warrant, from Credit Depot Corporation, a Delaware
corporation, (the "Company"), One Hundred Eighty-Four Thousand Six Hundred
Fifteen (184,615) Shares (the "Shares") to be issued pursuant to and as
described in that certain Placement Agent Agreement dated as of February 13,
1997 between the Holder and the Company, as such Agreement may, from time to
time, be amended (the "Placement Agreement"), at a price of $3.25 per Share, at
any time or from time to time during the period from the date hereof until 5:00
P.M., Atlanta Time on the Termination Date. The number of Shares to be
received upon the exercise of this Warrant and the price to be paid for each
such shall be adjusted (an "Adjustment") from time to time in the identical
manner as shall the shares of Series B 9% Convertible Redeemable Preferred
Stock (the "Preferred Stock") and the Conversion Price pursuant to the
Certificate of Designation, Preferences and Rights, as filed with the state of
Delaware on April ___, 1997 by the Company (the "Certificate of Designation").
The Shares deliverable upon such exercise, as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
this Warrant as in effect at any time and adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."
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SECTION 1. EXERCISE OF WARRANT.
This Warrant may be exercised in whole or in part at any time or from
time to time on or after the date hereof and until 5:00 P.M., Atlanta Time on
the Termination Date (the "Exercise Period") provided, however, that (i) if
either such day is a day on which banking institutions in the State of Georgia
are authorized by law to close, then on the next succeeding day which shall not
be such a day, and (ii) in the event of any merger, consolidation or sale of
substantially all the assets of the Company as an entirety, resulting in any
distribution to the Company's stockholders, on or before the Termination Date,
the Holder shall have the right to exercise this Warrant commencing at such
time through the Termination Date which shall entitle the Holder to receive, in
lieu of Shares, the kind and amount of securities and property (including cash)
receivable by a holder of the number of shares of Shares into which this
Warrant might have been exercisable immediately prior thereto. This Warrant
may be exercised by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if any, with
the Purchase Form annexed hereto duly executed and accompanied by payment of
the Exercise Price for the number of Warrant Shares specified in such form. As
soon as practicable after each such exercise of the Warrants, but not later
than seven (7) days from the date of such exercise, the Company shall issue and
deliver to the Holder certificates representing the securities constituting the
Warrant Shares issuable upon such exercise, registered in the name of the
Holder or its designee. This Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Shares purchasable thereunder. Upon receipt by the
Company of this Warrant at its office, or by the stock transfer agent of the
Company at its office, in proper form for exercise, the Holder shall be deemed
to be the holder of record of the Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be physically delivered to the Holder.
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SECTION 2. RESERVATION OF SHARES.
The Company shall at all times reserve for issuance and/or delivery
upon exercise of this Warrant such number of shares of its Common Stock as
shall be required for issuance and delivery upon exercise of this Warrant and
the shares of its Common Stock as shall be required for issuance and delivery
upon exercise of the Share Warrants issuable upon exercise of this Warrant.
SECTION 3. FRACTIONAL SHARES
(a) No fractional shares or scrip representing fractional shares
shall be issued upon exercise of this Warrant. With respect to any fraction
of a share called for upon any exercise hereof, the Company shall pay to the
Holder an amount in cash equal to such fraction multiplied by the current
market value of a share, determined as follows:
(b) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on the Nasdaq Stock Market system, the current market value shall
be the last reported sale price of the Common Stock on such exchange or system
on the last business day prior to the date of exercise of this Warrant or if no
such sale is made on such day, the average closing bid and asked prices for
such day on such exchange or system; or
(c) If the Common Stock is not so listed or admitted to unlisted
trading privileges but bid and asked prices are reported by the National
Quotation Bureau, Inc., the current market value shall be the mean of the last
reported bid and asked prices reported by the National Quotation Bureau, Inc.
on the last business day prior to the date of the exercise of this Warrant; or
(d) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
market value shall be an amount, not less than book value thereof as at the end
of the most recent fiscal year of the Company ending prior to the date of the
exercise of the Warrant, determined in such
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reasonable manner as may prescribed by the Board of Directors of the Company.
SECTION 4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company or at the office
of its stock transfer agent, if any, for other warrants of different
denominations entitling the holder thereof to purchase in the aggregate the
same number of shares of Common Stock purchasable hereunder. The term
"Warrant" has used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date. Any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
SECTION 5. RIGHTS AND LIABILITIES OF THE HOLDER.
The Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder in the Company, either at law or equity, and the rights of the
Holder are limited to those expressed in the Warrant and are not enforceable
against the Company except to the extent set forth herein. No provision of
this Warrant, in the absence of affirmative action by the Holder to purchase
the Warrant Shares, and no mere enumeration herein of the rights or privileges
of the Holder, shall give rise to any liability of the Holder for the Exercise
Price or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.
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SECTION 6. NOTICE PROVISIONS AND RESTRICTIONS ON ISSUANCE OF ADDITIONAL
SECURITIES.
(a) Verification of Computations. The Company shall select a firm
of independent public accountants, which may be the Company's independent
auditors, and which selection may be changed from time to time, to verify the
computations utilized with respect to each Adjustment. The certificate, report
of other written statement of any such firm shall be conclusive evidence of the
correctness of any computation made under this Section 6. Promptly upon its
receipt of such certificate, report or statement from such firm of independent
public accountants, the Company shall deliver a copy thereof to the Holder.
(b) Warrant Certificate Amendments. Irrespective of any
Adjustment, Warrant Certificates theretofore or thereafter issued need not be
amended or replaced, but Warrant Certificates thereafter issued shall bear an
appropriate legend or other notice of any adjustments and which legend and/or
notice has been provided by the Company to the Holder, provided the Company
may, at its option, issue new Warrant Certificates evidencing Warrants in the
form attached hereto to reflect any adjustment in the Exercise Price and the
number of Warrant Shares evidenced by such Warrant Certificates and deliver the
same to the Holder in substitution for existing Warrant Certificates.
SECTION 7. OFFICER'S CERTIFICATE.
Whenever an Adjustment shall occur, the Company shall forthwith file
in the custody of its Secretary or an Assistant Secretary at its principal
office and with its stock transfer agent, if any, an officer's certificate
showing the adjusted Exercise Price determined as herein provided, setting
forth in reasonable detail the facts requiring such adjustment, including a
statement of the number of additional shares of Common Stock, if any, and such
other facts as shall be necessary to show the reason for and the manner of
computing such adjustment. Each such officer's certificate shall be made
available at all reasonable times for inspection by the Holder or any holder of
a Warrant executed and delivered pursuant to Section 1 and the Company shall,
forthwith after each such adjustment,
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mail a copy by certified mail of such certificate to the Holder or any such
holder.
SECTION 8. ISSUE TAX.
The issuance of certificates representing the Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder for any
issuance tax in respect thereof.
SECTION 9. REGISTRATION RIGHTS.
The Holder shall have the same registration rights and obligations
with respect to the registration of the Warrant Shares under the Act as do the
holders of the Preferred Stock with respect to the shares underlying such
Preferred Stock pursuant to the Preferred Stock Purchase Agreement between the
Company and such holders in connection with the purchase by such holders of
such Preferred Stock.
SECTION 10. GOVERNING LAW.
This Warrants shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia.
CREDIT DEPOT CORPORATION
By:___________________________
Xxxxxx Xxxxxxxx, President
[SEAL]
Dated: April ___, 1997
Attest:
__________________________________
Secretary
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PURCHASE FORM
Dated ___________________, 19___
The undersigned hereby irrevocably elects to exercise the within Warrant
to the extent of purchasing ___________ Shares and hereby makes payment of
___________ in payment of the actual exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
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(Please typewrite or print in block letters)
Address
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Signature
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